SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT 1934:

                   For the Fiscal Year Ended December 31, 2002
                              and December 31, 2001

                         Commission File Number: 0-30717

                           E-SMART TECHNOLOGIES, INC.
                 (Name of Small Business Issuer in its Charter)

               Nevada                                    88-0409261
      (State of Incorporation)             (I.R.S. Employer Identification No.)

               7225 Bermuda Road, Suite C, Las Vegas, Nevada 89119
           (Address of Principal executive Office, including Zip Code)

                                 (702) 447-5210
                           (Issuer's Telephone Number)

         Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.001 PAR VALUE
                                (Title of Class)

Check whether Issues:  (1) filed all reports  required to be filed by Section 13
or 15 (d) of the Securities  Exchange Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements  for the past 90 days.  Yes [ ] No
[X]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Issuer's revenues for the two year ended December 31, 2002:          $ - 0-

The aggregate  market value of Common Stock held by  non-affiliates  at December
31, 2002 was $5,388,120.

Shares of Common  Stock,  $.001 par value per  share,  outstanding  at March 31,
2002: 153,771,993 shares

Documents Incorporated by Reference:    None.

Transitional Small Business Disclosure Format (check one): Yes [    ]   No [ X ]



                                TABLE OF CONTENTS

                                     PART I

ITEM 1. Description of Business
ITEM 2. Description of Property
ITEM 3. Legal Proceedings
ITEM 4. Submission of Matters to a Vote of Security Holders

                                     PART II

ITEM 5. Market for the Registrant's  Common Equity,  Related Stockholder Matters
and Small Business Issuer Purchases of Equity Securities

ITEM 6. Management's Discussion and Analysis or Plan of Operations

ITEM 7. Financial Statements

ITEM  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

ITEM 8-A. Controls and Procedures

                                    PART III

ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act

ITEM 10. Executive Compensation

ITEM 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters

ITEM 12. Certain Relationships and Related Transactions

ITEM 13. Exhibits and Reports on Form 8K

ITEM 14. Principal Accountant Fees and Services


                                   SIGNATURES

                                 CERTIFICATIONS




Safe Harbor Statement

Certain  statements  contained herein  constitute  "forward-looking  statements"
within the meaning of the Private  Securities  Litigation Reform Act of 1995. We
desire to avail ourselves of certain "safe harbor" provisions of the 1995 Reform
Act and are  therefore  including  this  special  note  to  enable  us to do so.
Forward-looking  statements included in this Report on Form 10-KSB involve known
and unknown risks, uncertainties, and other factors which could cause our actual
results, performance (financial or operating) or achievements to differ from our
best  estimate  of future  results,  performance  (financial  or  operating)  or
achievements  expressed  or implied by such  forward-looking  statements.  These
risks  include,  but are not limited to, risks  related to recently  consummated
acquisitions  as well as  future  acquisitions,  our  ability  to  increase  our
revenues  and  generate  income  from  operations,  effects of  competition  and
technological changes, risks related to exposure to personal injury and workers'
compensation  claims, risks that our insurers may not provide adequate coverage,
risks  associated with compliance  with  government  regulations  such as ERISA,
state and local employment regulations and dependence upon key personnel.

We believe it is important to  communicate  our  expectations  to our investors.
There may be events in the future,  however,  that we are not able to accurately
predict or over which we have no control. The risk factors listed above, as well
as  any  cautionary  language  in  this  report,   provide  examples  of  risks,
uncertainties  and events that may cause our actual results to differ materially
from the expectations we described in our forward-looking statements. Before any
investment is made in our securities, be aware that the occurrence of any of the
events  described in the risk factor  section and elsewhere in this report,  and
other  events  that we have not  predicted  or  assessed  could  have a material
adverse effect on our ability to transition  out of the  development  stage.  In
such case, the price of our  securities  could decline and any investor may lose
all or part of the investor's investment.




                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Preface

On December  12,  2002,  the  Securities  and  Exchange  Commission  (the "SEC")
commenced an Administrative  Proceeding against us seeking,  among other things,
to interrupt  public trading in our  securities  (the  "Proceeding").  Pending a
decision by the  Administrative  Law Judge, we agreed with the SEC and the judge
to utilize our best efforts to prepare and file Quarterly Reports on Form 10-QSB
for the six and  nine  months  ended  June  30,  2003 and  September  30,  2003,
respectively;  and our Annual  Report on Form  10-KSB  for the two fiscal  years
ending December 31, 2003, on or before March 30, 2004.  Towards this end, and on
November 13, 2003 and December 30, 2003,  respectively,  we filed our  Quarterly
Reports on Form  10-QSB  for the six and nine  months  ended  June 30,  2003 and
September  30,  2003;  and  engaged  Rosenberg  Rich  Baker  Berman & Company of
Bridgewater,  NJ to audit our  financial  statements  for the two  fiscal  years
ending December 31, 2003.

On March 4, 2004,  Lillian A.  McEwan,  Administrative  Law Judge,  published an
Initial Decision in the Proceeding.  In her Initial Decision, the Administrative
Law Judge found that we failed to make the  required  filings,  as alleged,  and
therefore  violated  Exchange Act Section  13(a) and Rules 13a-1 and 13a-13.  In
assessing sanctions, the Administrative Law Judge found that our violations were
not only recurrent but also  egregious,  lasting over three years and continuing
to the present. The Administrative Law Judge found that, although we represented
that  we  intended  to  be  in  full  compliance  with  the  periodic  reporting
requirements no later than March 31, 2004,  this endeavor seems doomed.  Because
the  Administrative Law Judge was convinced that we could not readily remedy our
periodic  reporting  violations,  the  Administrative  Law Judge  ruled that our
registration  should be  revoked.  On March  30,  2004,  we filed a Form  10-KSB
covering fiscal years ending on December 31, 2002 and 2003 (the "10-KSB-03").

On March  23,  2004,  and  within  the 21 day  period  provided  in the  Initial
Decision,  we filed a petition with the SEC for review of the Administrative Law
Judge's decision. Our petition was granted on March 26, 2004. On March 30, 2004,
the Division of Enforcement asked that the  Administrative  Law Judge's decision
be summarily  affirmed  pursuant to Rule of Practice  411(e).  The Division also
moved for leave,  under Commission Rule of Practice  410(d),  to file a brief in
opposition to our petition for review.  Notwithstanding that we had appealed the
Initial  Decision,  we agreed to file an Annual  Report on Form  10-KSB  for the
fiscal year ended December 31, 2002.

On  July  16,  2004,  the  SEC  published  an  order  wherein  the  Division  of
Enforcement's  motions for summary  affirmance  and for leave to file a brief in
opposition  to our petition for review were denied.

Since this Annual  Report on Form 10-KSB is being filed 16 months  after its due
date,  many of the events that would have been enumerated  herein,  particularly
the parameters of our business model,  have changed or were materially  affected
by the passage of time  and/or  events that  occurred  during the period  ending
March 30, 2004, the date we filed the 10-KSB-03.  Accordingly,  in the interests
of  readability  and the  protection  of  investors,  and in an  effort  towards
presenting  our  business  in its  most  accurate  historical  context,  we have
included  relevant  subsequent  events in this Report that have occurred through
the date we filed the 10-KSB-03.  Events occurring subsequent to March 30, 2004,
have been  disclosed in our Form 10-QSB for the three and six months ended March
31, 2004 and June 30, 2004.

General

e-Smart Technologies,  Inc., a Nevada corporation (the "Company", "we", "our" or
the  "Registrant"),  was  incorporated on July 15, 1997,  under the name Boppers
Holdings, Inc. ("Boppers"). On December 22, 2000, and by virtue of a Certificate
of Amendment to our Articles of  Incorporation,  our name was changed to e-Smart
Technologies,  Inc.  Prior to the change of name, and pursuant to an Acquisition
Agreement  and Plan of Merger dated as of August 16, 2000,  between  Boppers and
Plainview Laboratories,  Inc. ("PLI"), a Nevada corporation, all the outstanding
shares of  common  stock of PLI were  exchanged  for  20,000  shares of Rule 144
restricted  common stock of Boppers in a  transaction  in which  Boppers was the
successor  corporation.  At the  time  of the  merger  with  Boppers,  PLI was a
publicly owned entity with a class of securities  registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

We have had limited operations, and, in accordance with SFAS#7, are considered a
development  stage  company.  Our  administrative  offices  are  located at 7225
Bermuda Road,  Suite C, Las Vegas,  Nevada 89119.  Our  registered  agent in the
State of Nevada is The  Corporation  Service  Company and our transfer  agent is
Holladay Stock Transfer Company of Scottsdale,  Arizona. Our common stock trades
in the  over-the-counter  market under the symbol ESMT. Our telephone  number is
(702) 447-5210.

The 2000 Merger

On October 20, 2000,  Boppers,  Boppers  Acquisition  Corp., a then newly-formed
Nevada  corporation and wholly owned subsidiary of Boppers ("BAC"),  and e-Smart
Systems,  Inc.,  a Nevada  corporation  ("e-Smart  Systems")  and  wholly  owned
subsidiary of Intermarket  Ventures,  Inc., a Utah corporation ("IVI"),  entered
into an Agreement and Plan of Merger (the "Merger  Agreement").  Pursuant to the
terms of the  Merger  Agreement:  (i)  Boppers  acquired  all of the  issued and
outstanding shares of common stock of e-Smart Systems;  (ii) BAC merged with and
into e-Smart Systems such that e-Smart  Systems was the survivor;  (iii) e-Smart
Systems  became a wholly  owned  subsidiary  of Boppers;  and (iv) IVI, the sole
shareholder of e-Smart Systems, acquired control of Boppers as described below.

Prior  to  the  consummation  of the  transactions  contemplated  by the  Merger
Agreement,  Boppers had 200,000,000 authorized shares of Common Stock, par value
$.001 per share (the "Boppers Common Stock"),  20,000,000  authorized  shares of
Preferred  Stock, par value $.001 per share and 3,501,000 issued and outstanding
shares of Boppers Common Stock.  Pursuant to the Merger Agreement,  Boppers: (i)
issued  58,600,000  shares  of  Boppers  Common  Stock  to IVI in  exchange  for
58,600,000  shares of e-Smart  System's common stock, par value $.001 per share,
owned of record by IVI; and (ii) exchanged its warrants to purchase an aggregate
of 3,000,000  shares of e-Smart  System's  common stock at $10.00 per share into
warrants to purchase an aggregate of 3,000,000  shares  Boppers' Common Stock at
$10.00 per share (the "Warrants").  The foregoing caused a change in the control
of Boppers.

On November 27, 2000,  Bopper's  management  resigned and our present management
took control.  The  Company's  name was changed from Boppers  Holdings,  Inc. to
e-Smart Technologies, Inc., effective on December 22, 2000.

On  November  1, 2001,  we  renegotiated  the terms and the  territories  of our
exclusive  license to exploit the Super Smart Card(TM)  System and the Biometric
Verification  Security  System(TM) (the "Technology")  originally  developed and
owned by IVI, our major  shareholder,  for which we issued  58,600,000 shares of
our common stock. IVI subsequently  transferred the Technology to its subsidiary
IVI Smart  Technologies,  Inc.  ("IVI  Smart").  In  consideration  for a net of
70,000,000  additional  shares of our  common  stock,  IVI Smart  granted us the
exclusive  license to utilize and exploit  IVI Smart's  smart card  technologies
within the  geographic  confines  of the rest of Asia and the  United  States of
America.  We have  sublicensed  the rights to market the technology to state and
federal  agencies to our  forty-five  (45%)  percent owned  affiliate,  Homeland
Defense,  Inc., a Nevada corporation,  which is majority owned (fifty-five (55%)
percent) by our Chairman, Chief Executive Officer, President and Chief Financial
Officer Mary A. Grace.

Products

IVI Smart and our subsidiaries and affiliates are all principally engaged in the
business  of  creating,  marketing,  manufacturing,  installing,  operating  and
maintaining  proprietary  systems that are designed to  positively  authenticate
each and every end user of any networked or local access system while protecting
at all times all  information  residing on or transported  by the system.  These
products are designed to provide  assurance  that the user is the person that he
or she claims to be and  whether or not he or she has the  credential  to access
the premises or information being sought.  As stated,  our business is providing
and operating systems.  We intend to earn income primarily from transaction fees
and/or  other  service  based  fees  connected  to the use of our  systems  once
installed.  We do not intend to either  manufacturer  or install  systems on our
own, rather,  we intend to outsource  manufacturing of our Super Smart Card(TM),
Super Smart Readers and  proprietary  components  under OEM  agreements;  and to
outsource  installation to select "partners" that are major systems  integrators
in each  country of  installation.  Prior to the sale of a system,  our business
activities  are strictly  limited to marketing,  research and  development,  and
customer  customization.  After a sale is made, we supervise the manufacture and
installation  of the system and, once deployed,  operate the system on behalf of
the purchaser. By outsourcing all other activities,  we hope to keep our cost of
operations down and minimize the complexity of our business.

One of the  key  distinctions  of our  system  from  all  other  systems  is our
proprietary  smart card,  the Super Smart  Card(TM).  We believe that we are the
world's first and currently the only provider of a  commercially  available dual
ISO 7816  (contact) and ISO 14443 B (wireless)  compatible  smart card featuring
both a fingerprint  sensor  onboard,  a biometric  matching engine onboard and a
multi-application  microprocessor.  To our knowledge, as of the date hereof, the
Super  Smart  Card(TM)  is  the  only  dual-interface  biometrically  activated,
microprocessor-based  smart  card  product.  Because  our Super  Smart  Card(TM)
contains a microprocessor, it can store and process information and run multiple
applications.  Because  our  Super  Smart  Cards(TM)  have an  on-board  digital
fingerprint sensor, hold a biometric fingerprint  template,  and have an onboard
biometric  matching  engine,  our Super  Smart  Cards are able to  perform an ID
verification without reference to any network (or any other) database.  For this
reason,   we  call  the  Super  Smart   Card(TM)   biometrically   activated  or
biometrically  powered.  Our cards are referred to as "dual  interface"  because
they work either in  conjunction  with a reader that requires  physical  contact
with the card to supply  power and to  transfer  data or with a reader that does
not  require  physical  contact  with a card  reader,  as  power  and  data  are
transferred  to each card through a magnetic  field  generated by a card reader.
Our Super Smart Card(TM)  combines the benefits of  microprocessors,  biometrics
and dual interface cards in an ISO compatible system and form-factor.

All of our  products  are  designed  to  operate on a common  platform  which we
currently  refer to as the  Biometric  Verification  Security  System(TM) or the
BVS2(TM) (the current and improved version of the Super Smart Card(TM)  System).
The  BVS2(TM)  Platform  is based on our  licensor's  pending  patents and other
proprietary  technologies  and consists of our Super Smart  Card(TM) (our unique
smart  card with an  on-board  biometric  multi-application  micro-processor,  a
unique on-board  biometric  sensor  (fingerprint)  and a unique digital photo ID
system  among  other  items),   readers,   operational   software,   application
development  software  and a  communication  technology  that  ensures  that the
transmission  of data to and from the Super Smart  Card(TM) and  throughout  the
system is secure and reliable. The BVS2(TM) can be customized to support a large
number of applications in a multitude of markets.  Some of the markets for which
we   have   customized   the   BVS2(TM)platform   include   national   security,
immigration/border  crossing,  ID-fraud free credit/debit  card  pre-processing,
welfare/food-stamp  benefits and medical  services.  We believe that there is no
existing practical limit to the number or types of applications we can customize
our system to run.

Our products offer the following benefits:

     o    The information  stored on our card and  transferred  between the card
          and the reader is secured behind biometric activation and is protected
          by both physical and software  encryption  down to the physical  layer
          (our PrestoChango protection system);

     o    The  biometric   system  being   completely  on  the  card  with  full
          independent operation  capabilities allows for identity and credential
          verification even during emergency  situations where denial of service
          attacks or other network outages  prevent network  database access and
          would cause many other systems to fail;

     o    Our Super Smart Cards(TM) support multiple,  independent  applications
          secured even from each other on the same card,  each  protected by the
          biometric and each protected  end-to-end  throughout the system by our
          proprietary information protection system, "PrestoChango";

     o    The system  operator of the  BVS2(TM)  platform  (whether we or anyone
          else) has no access to user or  customer  information  unless  granted
          access by the application owner for some specific reason; and

     o    Our cards are durable and easy to use, our technology can be placed in
          objects that take a variety of forms, such as key chains, wristwatches
          and necklaces/pendants.

The e-Smart Solution

We believe that our Super Smart Card(TM) has a technological  advantage over any
other  existing  smart  cards that we have seen in the  market.  The Super Smart
Card(TM) is a dual  interface  card working with  existing  contact and existing
wireless  type "B"  readers.  The Super Smart  Card(TM) is a complete  biometric
system with its own sensor and matching  system  onboard  every card.  The Super
Smart  Card(TM) is an advanced  microprocessor  type smart card  protected  by a
hardware  based  firewall  enhanced by software  that  protects data down to the
physical layer. We believe that our Super Smart Card(TM) is rendered  useless if
tampered with and that counterfeiting is not possible. In short, we believe that
at this time the Super Smart  Card(TM) is a  one-of-a-kind  piece of  technology
that gives us a competitive advantage over all other suppliers and that makes us
a sole source  supplier to anyone  that needs a reliable,  stand-alone,  privacy
protected,  biometrically  empowered  system of  identity  verification  for all
purposes whether for public security or private commercial use.

Our  technology  not only  enables a  microprocessor-based  smart card system to
operate in both a contact and a  contactless  environment,  but also enables our
biometric  fingerprint sensor and biometric engine to work in both a contact and
a contactless  environment  as well. We believe that this ability to operate the
biometric  system both with a contact  reader and  wirelessly  is but one of the
abilities unique to our Super Smart Card(TM).  As the Super Smart Card(TM) is an
ISO compatible smart card, our technology is not only available for new systems,
but can be integrated with existing contact and contactless (wireless) systems.

The "Biometric Verification Security System(TM)" ("BVS2(TM)")

The BVS2(TM) is an integrated  platform designed from the ground up to provide a
security blanket of networked  services  necessary to protect  everything from a
single  system to a  nation-wide  system.  We  believe  that the  BVS2(TM)  is a
complete platform that can accommodate  virtually any existing peripheral deemed
appropriate  for whatever task is required.  We also believe that the BVS2's(TM)
architecture is totally modular and  upgradeable,  almost  infinitely  scalable,
fault  tolerant,  redundant  and highly  trustworthy.  Authorized  access - both
physical and logical - is provided via the BVS2's(TM)  secure,  standardized and
irrefutable  biometric  credential as generated by the Super Smart  Card(TM) (as
described below).

All BVS2(TM)  transactions  (financial,  data or otherwise) are routed  through,
logged, indexed and sorted by the BVS2's(TM) "Universal Gateway" subsystem. This
subsystem is empowered by a secure group of networked servers that can access an
almost  unlimited  numbers of diverse and legacy database  systems and protocols
via the Universal Gateway's  exceptional data translation system, the "Automated
Protocol Manager"  ("APM").  If the BVS2(TM) is tasked to make an inquiry of the
normally   incompatible  database  systems  of  multiple  domestic  and  foreign
agencies; the BVS2(TM) can complete the inquiry quickly and efficiently, without
human intervention,  automatically  combining normally  irreconcilable data into
one single language  report.  The BVS2's instant  data-field  manager allows any
authorized user to instantly change information  requests.  With the addition of
an optional analysis module, the BVS2's(TM)  proprietary  algorithms can analyze
data customized to user requirements.  In short, the BVS2(TM) is an easy to use,
yet extremely  powerful system built to provide  security to entire nations.  At
the same time and without unnecessary hampering the work and needs of government
officials, we believe that the BVS2(TM) offers the maximum in privacy protection
to individuals.  Some key components and subsystems  comprising the BVS2(TM) are
described below.

The Super Smart Card(TM)

The  Super  Smart   Card(TM)  is  the  tool   required  to  unlock  a  "BVS2(TM)
Transaction".  A BVS2(TM)  Transaction can be many different things depending on
the  application  in  use.  However,  whether  a  money  transaction  or a  data
transaction or an access transaction or any other  transaction,  the Super Smart
Card(TM) utilizing our complete on-board biometric  fingerprint  matching system
and our Presto  Chango(TM)  application and  information  security system is the
BVS2's(TM)  "ignition"  and  the  user's  fingerprint  is the key to  start  the
BVS2(TM) Transaction.

The Super  Smart  Card(TM)  is a unique  interoperable  smart card  featuring  a
non-JAVA based,  multi  application  micro-processor  that can perform  multiple
independent  and discrete  functions all  protected  behind  hardware  firewalls
enhanced  by  software  within  the chip  (the  Presto  Chango(TM)  system).  In
addition,  each Super Smart Card(TM) contains our own unique  fingerprint sensor
and biometric  processing  engine. No biometric data ever leaves the card in the
privacy  protected  version of the Super Smart Card(TM).  Biometric data resides
only on the Super Smart Card(TM).  All biometric processing is done on the card.
Only the finger of the owner of each Super  Smart  Card(TM)  placed on their own
Super Smart  Card's(TM)  fingerprint  sensor  will  activate  the card,  thereby
insuring the personal privacy of each holder.  We believe that Identity theft is
theoretically made impossible. Lost or stolen cards have no value to anyone. The
Super   Smart   Card(TM),   which  we  believe  to  be  both   tamperproof   and
counterfeit-proof,  supports multiple  discrete  applications  including,  among
others: ID Card, Debit/Credit Card, Driver's License and Physical and/or Logical
Access Card.

The standard Super Smart Card(TM)  features an ISO contact  operation  interface
(ISO  7816)  and an ISO  wireless  operation  interface  (ISO  14443 B) and will
operate on most ISO compatible contact 7816 readers or wireless 14443 B readers.
The Super Smart Card(TM) is an integral part of the BVS2(TM).  Every Super Smart
Card(TM) contains an on-card biometric  fingerprint sensor and digital 3-D photo
ID system.  Any other biometric can be added to the card and to the system.  The
Super  Smart   Card(TM)  is   inherently   secure  due  to  our   hardware-based
architecture.  Each application on a Super Smart Card(TM) is secured from access
by any unauthorized  party by virtue of our on-chip hardware firewall system and
our high-level encryption system, Presto-Chango(TM). Other card systems, such as
those now used for the DOD CAC cards,  rely on and run software,  primarily JAVA
based,  to  create  pseudo  multi-applications  all with the  inherent  security
problems of JAVA.

The following is a summary of certain of the salient features of the Super Smart
Card(TM):

     o    Unique Sensor On-Card. Only the fingerprint of the registered user can
          activate the card.  The sensor  performs with equal  reliability  with
          wet, dry, hot or cold fingers. The system prevents unauthorized use of
          any card or card application by requiring the authorized  cardholder's
          fingerprint to activate the micro-processor inside and to initiate any
          transaction  or  to  access  any  information   (see  below  for  more
          information about our fingerprint sensor);

     o    Fraud-proof,  counterfeit-proof  and  hack-proof.  We believe that the
          physical characteristics of each Super Smart Card(TM) causes tampering
          to  permanently  disable  it and  destroy  any  information  contained
          therein.  We also  believe that  counterfeit  cards cannot work on the
          system, rendering any fake cards absolutely useless for all purposes;

     o    Hardware Based, Software Enhanced,  Multi-Application System. One card
          can contain  multiple and  independent  and secure  applications.  For
          example,  the technology  will  permit/deny  access  (physical  and/or
          logical),  identify  precise  location  and/or  movement of  personnel
          and/or  watch  list  parties  while at the same time  operating  other
          secure  applications,  each completely and securely  isolated one from
          the other;

     o    Immediate  identification  Assurance & Privacy Protection.  The system
          provides  immediate and we believe sure  authentication  for all users
          and their credentials once they are properly enrolled onto the system.
          All biometric  details are stored only on the Super Smart Card(TM) and
          not in any database (except where required by law, e.g., for INS needs
          or as required by certain voluntary  programs) and the user leaves his
          or her  fingerprint  only on his or her own card  which  never  leaves
          their hand;

     o    Stolen  fingerprints  of no use.  Unlike other  systems where a stolen
          fingerprint can mean a stolen identity,  use of biometric  information
          alone  without  one's own Super  Smart  Card(TM) is of no use with the
          BVS2(TM). Each person's biometric information is inextricably entwined
          with  certain  other  information  unique  to that  user.  Unless  the
          biometric  presented  contains the additional unique  information just
          mentioned (i.e.,  one's own Super Smart  Card(TM)),  not even the true
          owner of the biometric  information will be granted access without the
          intervention of at least one, if not two high level, human, operations
          supervisors'/officers'  intervention, to establish the identity of the
          person concerned.

     o    One Card System - Multiple Government  Applications - Total Security -
          Saves Taxpayer Money.  The Super Smart Card(TM) allows multiple secure
          applications to co-exist and operate on the same card.  Because of the
          versatility of the BVS2(TM) and Super Smart Card(TM), one card and one
          system can be used by every federal agency,  saving the cost of having
          a  multitude  of  systems  and  infrastructure  to  support  each.  In
          addition,  because of the many services that the Super Smart  Card(TM)
          can securely perform,  there are many opportunities to defray costs by
          using one multi-purpose card and one multi-purpose  network system and
          charging separate application fees for each application.  In addition,
          we believe  that since there is broad  compatibility  with many of the
          readers already in use, our system will, upon installation,  save time
          and money for certain uses.

     o    More Information  Regarding Our Fingerprint Sensor. A key component of
          each Super Smart  Card(TM)is the BioSensor  Fingerprint  Sensor.  Each
          Super  Smart  Card(TM)contains  one of these  tiny (.33 mm thin),  low
          power  consumption  sensors that is durable enough to be embedded in a
          smart card and yet not effected by static electricity, the elements or
          the condition (wet, dry, hot, cold) of the user's skin.  Imaging is in
          3D and based on  micro-pressure  variations  across the sensor surface
          caused by the ridges and valleys existing in one's fingerprint.  Users
          of the Super Smart  Card(TM)with our built in sensor do not have to be
          concerned  about leaving their  fingerprint(s)  on some reader that is
          fixed  on a wall or  sitting  on a desk  for  someone  to  steal.  The
          cardholder is always in control of his or her own fingerprint(s).  The
          biometric   fingerprint   sensor   incorporated  in  the  Super  Smart
          Card(TM)was  developed by BioSensor LLC, a Hawaiian limited  liability
          company  ("BioSensor")  and  wholly  owned  subsidiary  of IVI  Smart,
          utilizing  base  intellectual  property  developed  by IVI  Smart  but
          productized by BioSensor.

          Use  of  the  sensor  is  made  possible  pursuant  to a  Confidential
          Technology  Assignment and License  Agreement dated as of May 1, 2003,
          with IVI Smart,  a principal  stockholder of our Company (the "License
          Agreement").  Pursuant to the License Agreement,  IVI Smart granted to
          BioSensor the exclusive right to develop  certain of our  intellectual
          property at BioSensor's  sole cost and expense with respect to certain
          biometric  fingerprint  sensor  technology  created  by IVI  Smart and
          BioSensor  granted  to IVI Smart the  exclusive  rights to any  sensor
          developed by BioSensor.  In  consideration  for the use of IVI Smart's
          intellectual property, BioSensor issued 50,000,000 of its Common Units
          to IVI  Smart.  No  other  Common  Units  were  issued  by  Biosensor.
          Accordingly,  Biosensor  became a wholly owned subsidiary of IVI Smart
          and an affiliate of ours. In consideration for the exclusive rights to
          use the sensor technology developed by BioSensor,  IVI Smart agrees to
          pay a one-time royalty to BioSensor equal to $.35 for each Super Smart
          Card(TM)  sold  or  distributed  by  IVI  Smart  or any  affiliate  or
          licensee.

     o    The  "Zero/Zero"  System.  Our "Zero  False  Acceptance  - Zero  False
          Reject"  system  is  believed  by us to be  unique  in  the  field  of
          biometrics. In the normal course, when setting a biometric system, the
          closer to theoretical  "zero" false  acceptances you set your matching
          system for, the further you get from "zero" false rejections. In fact,
          a false  rejection rate in the 30% to 40% range is not unheard of when
          many systems are set to the theoretical  zero false acceptance rate. A
          false  acceptance means the system confirms that you are someone else.
          A false  rejection  means the system will not confirm that you are who
          you really are. Based on our internal  studies,  our Zero/Zero System,
          using a patent  pending  technique  that  combines  human factors with
          mechanical  factors,  is able  to  reduce  the  false  reject  rate to
          something  less than 0.5% on the first use and to something  less than
          0.2% after the third to fifth use of the system by each new user. This
          reduction in the false  rejection rate is extremely  significant  when
          dealing  with high  volumes  of people  in  situations  such as border
          crossings and airports.  Each false rejection means that valuable time
          and manpower  must be used to conduct a secondary  inspection to check
          someone  who is  already  cleared  and  increases  the  risk  that  an
          unauthorized  individual  will  get  through  in  the  confusion.  The
          Zero/Zero System is built in to of our Super Smart Cards(TM).

Card Readers

The card reader is the tool that  supplies  power to our Super Smart CardsTM and
the instrument through which each card communicates with the BVS2TM platform. We
intend to offer a full  complement  of readers as part of our proposed  BVS2(TM)
system offering.  For clients that need readers,  we intend to offer a family of
multi-system  readers  ready to meet  almost  any need that the market may have.
These  include a  handheld  wireless  internet  appliance  and card  reader to a
dedicated stand alone desktop reader to interface  modules that allow the use of
most standard, off the shelf PDA's,  sub-notebooks and other similar devices. We
intend to offer a browser-phone with a contact card reader already incorporated.
Our  latest  reader is a mobile  GPRS based  internet  appliance  with  constant
wireless access to the commercial mobile internet. This reader features a large,
full color LCD  display,  a  keyboard  and a printer  all in a handheld  battery
operated unit. We believe that there will be a large demand for this reader. All
of our readers will be manufactured  under contract with established card reader
manufacturers  on an as ordered basis based on customer  orders as received.  We
intend to distribute  these readers on a fully burdened cost basis making little
or no profit and generally retaining ownership and maintenance responsibilities.
(For the avoidance of confusion,  maintenance responsibilities are outsourced to
our strategic partners.)

The Universal Gateway with Legacy Preserver(TM) Technology

The  BVS2(TM)  features a special  gateway  that is designed to both take in all
types of information  from multiple  sources and  applications and forward it to
its correct  destinations and to translate the "Babel-Speak" of over one hundred
(100) different legacy systems and technical services (this prevents the need to
replace  entire  systems in use).  When any such legacy  system is attached to a
BVS2(TM) empowered network using our Legacy  Preserver(TM)  hardware,  virtually
all information  passing through the network enters the Universal Gateway and by
default is translated by the Universal Gateway's Automated Protocol  Manager(TM)
into a common  language such that the information  becomes  available for use on
all connected  systems.  Translation  is in near real-time with the speed of any
particular data's delivery basically controlled by the transmission speed of the
legacy system that such data resides on. The Universal  Gateway is a distributed
system with  redundant  back up at all points.  We believe  that in the unlikely
event that any node went down including the  redundancy,  that failure would not
shut down the entire system.

Presto-Chango(TM)

Presto-Chango(TM)  is  designed  to  protect  computer  information  down to the
physical  layer from  unauthorized  access.  We believe that any attempt to move
information  from  our  storage  place  without  proper  authority  causes  that
iteration of the  information  to morph into gibberish that cannot be deciphered
by anyone or any system. Authorized access allows information to move, encrypted
for transport, for any authorized and proper use which can be specified by user.
Coupled with the BVS2's(TM) operating software, Presto-Chango(TM) is designed to
enable  sensitive  information  to transit the  Internet  or any public  network
without  risk of  information  theft.  Working  together  with the  Super  Smart
Card(TM),  we believe that our system can provide  superior  logical  protection
where truly secure computer access and records are an absolute requirement.

Our Strategy

Our goal is to create a global  network  featuring  the BVS2(TM)  platform  that
allows the full  potential of each Super Smart  Card(TM) to be used  anywhere in
the world and the maximum potential transaction fees for us. Key elements of our
strategy include:

Enhance Technological  Position. We intend to continue to invest in research and
development  in  order  to  enhance  our  technological  position,  develop  new
technologies,  extend the functionality of our products and services,  and offer
innovative products to our customers. For example, at the request of a potential
government  client,  we have just completed the  development of a fully wireless
biometric  passport that can match  fingerprints on a stand alone basis or faces
when coupled with our digital  video reader or both.  We intend to continue with
this type of  research  and  development  that can lead to  immediate  potential
sales.  During  fiscal year 2002,  the Company spent  approximately  $310,000 on
research and development compared to $ -0- during fiscal year 2001.

Expand  Domestic  Market  Presence.  We are  directly  and through our  Homeland
Defense,  Inc.,  affiliate  actively  engaged  in  marketing  efforts to various
agencies of the U.S.  federal  government.  We have especially  targeted various
agencies within the Department of Homeland  Security,  including but not limited
to the Bureau of  Immigration  and Customs  Enforcement  and the  Transportation
Security Administration. We intend to step up our marketing efforts to these and
other agencies both on a direct basis and on a partnering  basis with major U.S.
domestic  systems  integrators  in line with these  agencies'  current policy of
awarding  virtually all major contracts to a handful of well known  integrators,
such as, EDS, Accenture, CSC and the like.

Expand Global Market  Presence.  Our sales and marketing effort is directed from
Las Vegas, Nevada.  Currently, we market our products in Asia from our marketing
subsidiary in Seoul, Korea and through strategic partnering  agreements with two
global IT companies and a Chinese  state-owned company for domestic sales in the
People's  Republic of China.  We intend to use these  entities to strengthen our
presence in existing  markets,  penetrate new markets,  provide  local  customer
service and technical  support,  and adapt our products to our local  customers'
specific needs.

Generate  Recurring  Revenues.  We  rejected  a business  model that  called for
one-time payments for our products and  technologies.  Other companies that have
followed the one-time payment model in the smart card business,  such as Gemplus
and Oberthur, have not fared well financially through business cycles during the
low end of  business  cycles.  Instead,  our  business  plan  is to sell  entire
systems,  including  our Super  Smart  Cards(TM),  only on a turn key basis in a
manner that  permits us to operate the system and collect  transaction  fees and
service fees for an extended  period of time. Our business plan is also to focus
on large scale governmental  clients that will cause wide use of our Super Smart
Card(TM) in the event of a sale and in such  circumstances  would  maximize  our
potential transaction fee base.

Leverage  Existing  Relationships  and Seek New  Ones.  We have  entered  into a
relationship with Daewoo International, among others, to help us cover the Asian
national ID card market. We have entered into this relationship,  and others, in
order to facilitate  and  accelerate our  penetration  into new markets,  and to
assist us in defining and pursuing new  applications  for our  products.  We are
continuously  seeking  additional  relationships  to  complement  our  marketing
strategy and promote our brand worldwide.

Leverage Presence in Existing Industries to Enter into New Industries. We intend
to offer our customers the ability to add new applications to their smart cards,
thereby  expanding  the number of  industries in which our products are used and
the number of transaction fees that we could potentially  collect.  For example,
users of the national ID card will have the option to add a payment  application
to their card among many others. We plan to generate additional revenues through
the sale and  installation  of the  software  required to add and operate  these
applications.

Marketing and Distribution

We intend to enhance our position in the design and  development  of Super Smart
Card(TM) based products by developing new  applications  for our technology.  We
also  intend  to  enter  new  markets,   either   alone  or  through   strategic
relationships.  In so doing, we aim to create  additional  potential  sources of
revenues from transaction fees and additional potential sources for revenue from
customer support.

We intend to market our technologically advanced products directly,  through our
Homeland Defense,  Inc.  affiliate,  and through e-Smart Korea, Inc., our Korean
subsidiary,  as well  as  indirectly  through  a  global  network  of  strategic
relationships with major systems integrators and others. Our sales and marketing
efforts will be directed from our offices in Las Vegas, Nevada. We do not engage
in any significant advertising activities.

Proprietary Technologies

We are the owner of three  technology  licenses.  Each  license has been granted
pursuant to an "Exclusive  Use and  Distribution  Agreement"  (collectively  the
"License  Agreements"),  each of which grants us  exclusivity  to the technology
covered  in a  particular  territory.  The  three  territories  covered  are the
People's  Republic of China, all of Asia except the People's  Republic of China,
and the United States of America. IVI Smart, the current licensor, is one of our
principal  shareholders.  The rights to  technology  granted to us includes  all
smart  card and  related  assets  of the  licensor  including  the  Super  Smart
Card(TM), the BVS2(TM) platform and all relevant components thereof. The License
Agreements  require that all inventions and improvements  made by us be assigned
to the  licensor  with a license to use granted back to us on the same terms and
conditions as the technology was granted to us in the original  license.  We are
jointly  responsible  to  protect  and  defend  the  technology  in the event of
challenge, or disputes of any kind in a covered territory.

Our success and ability to compete  depend in large part upon the  protection of
the  proprietary  technology  that we  license.  We and the  licensor  rely on a
combination  of patent,  trademark,  copyright  and trade secret law, as well as
know-how,  confidentiality  agreements and other contractual  relationships with
employees, affiliates, distributors and others. In this regard, our licensor has
a number of pending patent applications in various jurisdictions, globally.

Neither we nor the  licensor  can be certain  that  patents  will be issued with
respect to any of the pending or future  patent  applications.  In addition,  as
with every  other  company  that  depends on  patents,  until the outcome of any
future  litigation  is  determined,  we can not be certain  that any  patents if
issued will be enforceable against alleged infringers or will be upheld if their
validity is challenged.

Developments Subsequent to December 31, 2002

Commencing  in the  spring of 2003,  we began a global  marketing  program  with
particular  emphasis in Asia. In October  2003,  we  authorized  the creation of
e-Smart  Korea,  Inc.  as a wholly  owned  Korean  subsidiary.  During the first
quarter of fiscal 2004, and through our new Korean  subsidiary,  we entered into
two  material  agreements  that  we  believe  will  lay the  groundwork  for our
transition  to  operating  status.  On February  25,  2004,  we signed a "Mutual
Cooperation  Agreement" with Daewoo  International  ("Daewoo"),  a multinational
trading company,  manufacturer and infrastructure  builder-provider (the "Daewoo
Agreement").  On February 27, 2004, we entered into a "Master Teaming Agreement"
(the "Samsung  Agreement")  with Samsung SDS  ("Samsung"),  a leading  global IT
solutions  provider  in Korea  with  annual  revenue  of in  excess  of US $1.43
billion.  In  addition,  the Company  directly  entered  into  another  material
agreement that is designed to pave the way towards  re-commencing  operations in
China.  In that regard,  we directly  entered into a "Cooperation  Agreement" on
February  27,  2004 with a Chinese  corporation  principally  owned by  entities
controlled  by  the  PRC's   Ministry  of   Information   Industry  (the  "China
Agreement"). The following is a summary of each of the foregoing agreements:

A. The Daewoo  Agreement.  In  furtherance  of our business plan, we endeavor to
engage or  partner  with a large  system  integrator  in  undertaking  any given
project.  Towards that end,  and pursuant to the terms of the Daewoo  Agreement,
the  parties  have  agreed  to  work   together  to  identify   projects  on  an
international  basis within listed  countries that capitalize both on the unique
biometric and other  systems  developed by us and on Daewoo's  strengths  within
those countries.  Upon jointly agreeing to pursue a potential project, a project
specific  agreement  will be entered into on terms to be negotiated on a case by
case basis. We have commenced discussions concerning our first joint project and
have commenced  negotiating the terms of the first  project-specific  agreement.
Prior to the date of the Daewoo Agreement, Daewoo chose our Super Smart Card(TM)
and BVS2(TM) to gain an edge over competitors in the national ID market.

B. The Samsung Agreement.  Samsung is a leading contender in the domestic Korean
market for the  development and  implementation  of a National ID Card and other
large scale  public ID card  systems.  We believe  that  Samsung,  like  Daewoo,
selected our biometric systems, because when configured for a privacy protected,
multi-application,  National ID Card,  our systems  provide a powerful  tool for
identity  verification  that is useful for  security  purposes,  an  exceptional
ability to prevent ID theft  crimes and a unique  ability to protect the privacy
and civil rights of each cardholder.  Under the terms of the Samsung  Agreement,
the parties have agreed to work together to identify domestic Korean projects as
well as certain international projects that capitalize on the unique features of
our technologies and upon Samsung's status and  implementation  abilities.  Upon
jointly agreeing to pursue a potential  project,  a  project-specific  agreement
will be entered into on terms to be negotiated on a case by case basis. To date,
the parties  have  identified  three  potential  projects  and  discussions  are
underway in connection  therewith.  Despite the clear need to protect the Korean
public from identity theft and other ID related crimes, however, the notion of a
national  ID card with a  biometric  system has  stirred  controversy  regarding
privacy related issues amongst both legislators and privacy groups. These fears,
coupled with the failure of other biometric  systems tested in the Korean public
arena, have prevented the introduction of a biometric National ID Card in Korea.

C. The China  Agreement.  We have agreed to form a joint venture  company in the
People's  Republic of China  ("PRC")  with two PRC  companies.  One is primarily
owned and  controlled  by an  entity of the  Ministry  of  Information  Industry
("MII")  named Guo Xin  Well-tel  Technology  Co.,  Ltd.,  and the other,  named
EarthNetMedia  Trading Co.,  Ltd.,  is  primarily  owned and  controlled  by PRC
persons  involved in media and public  relations  in the PRC. We will be a fifty
(50%) percent  shareholder of this joint venture (the maximum allowed by law for
this type of venture) and the two PRC  companies  will own thirty (30%)  percent
and twenty  (20%),  respectively.  The MII was created March 1998 by merging the
former Ministry of Post and Telecommunications,  which oversaw network standards
and access,  and the Ministry of  Electronics  and  Information,  which  oversaw
computers   and  software   (and  by  divesting   the   resulting   ministry  of
responsibility  for postal  administration  and the telecom trunk line network).
MII  is  now  described  as  "a  super-agency   overseeing   telecommunications,
multimedia,  broadcasting,  satellites,  and the  Internet." The parties to this
Agreement  have agreed to work  together and to  cooperate  in doing  everything
necessary to create the joint venture and to obtain a business license that will
allow the joint venture to effectuate our business plan of mass  distribution of
the Super Smart  Card(TM) and the operation of the BVS2(TM)  throughout the PRC.
Commencing  March 1, 2004,  Guo Xin  Well-tel  Technology  Co.,  Ltd.  agreed to
provide office space to the joint venture within their offices at the MII and to
provide all required  local  liaison  services  necessary to obtain the required
permit  necessary to do business in the PRC. We agreed to pay a  non-accountable
expense  allowance of US$10,000 per month  commencing March 1, 2004, in exchange
for the above mentioned facilities and services.  Upon its formation,  the joint
venture will repay all  formation  expenses to us. We are also  responsible  for
providing   twenty-five   million   (25,000,000)   Chinese  Yuan  (approximately
US$3,000,000)  capital to the joint venture  company after  formation in various
traunches over a period of two years  commencing with a payment of fifteen (15%)
percent of this total within three months of the  formation of the joint venture
with all required permit and licenses having been issued.

Competition

Based on our own  extensive  research,  we believe that, at least as of the date
hereof,  that there is no product  that can  directly  compete  with Super Smart
Card(TM)  and the  BVS2(TM)  platform.  On the other  hand,  there are  numerous
products  and  competitors  in the smart  card and smart card  operating  system
arena.  We must,  therefore,  anticipate  competition  in sales of our products,
systems and technologies from other providers of microprocessor-based smart card
technologies.  We  expect  competition  to  intensify  as,  and  if,  we  become
successful in our deployment plans and our competitors  commit greater resources
to the development of biometrically  empowered contactless  microprocessor-based
smart  cards.  Some of the larger chip  manufacturers  that operate in the smart
card market,  including Atmel,  STM, Infineon and Philips  Semiconductors,  have
announced that they are developing contactless microprocessor-based smart cards.
However, we know of no card planned or otherwise that has the sophistication and
features of the Super Smart Card(TM).

We also compete with contactless ASIC-based  technologies developed primarily by
Philips  Semiconductors,  which comply with ISO 14443 and which are used by some
of the largest manufacturers of smart cards, including Gemplus, Schlumburger and
Giesecke & Devrient,  and Sony's contactless ASIC based technology,  that is not
ISO  compliant.  Further,  we also compete with  contact-based  products such as
microprocessor-based  contact cards, ASIC-based contact cards, memory chip cards
and magnetic strip cards.

We believe that all of these cards offer inferior  functionality compared to our
dual interface,  biometrically powered,  contactless  microprocessor-based smart
cards.  Nevertheless,  some of our potential customers have in the past, and may
in the future, consider these inferior alternatives sufficient for their needs.

Employees

As of December 31, 2002,  we had two  employees;  our Chief  Executive  Officer,
President and Chief Financial Officer, Mary A. Grace, who lives in New York City
but who travels more than 95% of the time on our behalf, and our Chief Technical
Officer, Tamio Saito, who lives in San Jose,  California.  None of our employees
is a party to a collective bargaining agreement.

Risk Factors

The  following  risks  with  respect  to our  proposed  business  and  financial
condition should be carefully considered.  These risks and uncertainties are not
the only  ones  facing  us.  Other  risks and  uncertainties  that have not been
predicted  or  assessed  by us  may  also  adversely  affect  us.  Some  of  the
information  in this report  contains  forward-looking  statements  that involve
substantial  risks and  uncertainties.  These  statements  can be  identified by
forward-looking words such as "may," "will," "expect," "anticipate,"  "believe,"
"intend,"  "estimate,"  and "continue" or other similar words.  Statements  that
contain these words should be carefully read for the following reasons:

     o    The statements may disclose our future expectations;

     o    The statements may contain  projections of our future  earnings or our
          future financial condition; and

     o    The statements may state other "forward-looking" information.



Risks Related to Our Business

We are  delinquent in filing  reports with the SEC.  Although we are required to
file annual,  quarterly  and special  reports,  and other  information  with the
Securities and Exchange Commission (the "SEC"), we are materially  delinquent in
our filing of these  required  reports.  During  2003,  we filed our Form 10-QSB
Quarterly  Report for the six months ended June 30, 2003,  on November 13, 2003,
and our Form 10-QSB  Quarterly  Report for the nine months ended  September  30,
2003, on December 30, 2003.  Prior to that, our last quarterly  report was filed
on October 10,  2000.  We have not filed any  reports for any period  during the
fiscal years ended  December 31, 2001 or December  31,  2002.  Accordingly,  and
prior to this report, there has been limited public information on which to base
an informed investment decision concerning our securities.

The SEC commenced an Administrative  Proceeding and the Administrative Law Judge
Ruled  against us. On December 12,  2002,  the SEC  commenced an  administrative
proceeding  against us seeking,  among other things, to interrupt public trading
in our common  stock.  Pending a decision by the  Administrative  Law Judge,  we
agreed to utilize our best efforts to prepare and file our Annual Report on Form
10-KSB for the fiscal years ending  December 31, 2002 and December 31, 2003,  on
or before March 30, 2004.

On March 4, 2004,  Lillian A.  McEwan,  Administrative  Law Judge,  published an
Initial  Decision in the Proceeding.  In her decision,  the  Administrative  Law
Judge  (i)  ordered:  that,  effective  21 days  after  the date of the  initial
decision,  the  registration  of our common  stock be revoked as a result of our
violations of the periodic  reporting  requirements of the Exchange Act and (ii)
dismissed the allegations in the Proceeding  that we violated  Section 12b-20 of
the Exchange Act be dismissed.  In accordance with applicable rules, we appealed
that decision and our stock continues to trade.

On  July  16,  2004,  the  SEC  published  an  order  wherein  the  Division  of
Enforcement's  motions for summary  affirmance  and for leave to file a brief in
opposition to our petition for review were denied.

We have no history of revenue from  operations and we have only minimal  assets.
We have never  generated  any  history of revenue  from  operations.  We have no
significant  assets or financial  resources other than our licenses of the smart
card intellectual  property from IVI Smart. In all likelihood,  we will continue
to  incur  pre-operating   expenses  without  corresponding   revenues  for  the
foreseeable  future.  This may result in our continuing to incur a net operating
loss which  will  increase  continuously  until we can  generate  cash flow from
operations.  There can be no assurance  that we will be successful in developing
our proposed smart card operations or that we will ever become profitable.

We are  undercapitalized  and may be unable to continue our  business  unless we
raise  additional  money.  We have very  limited  working  capital  and until we
execute a product specific  material contract for our system and smart cards, we
will  continue to be entirely  dependent  upon  proceeds  derived  from  private
securities  offerings for funds for the  continuation of our proposed smart card
transaction business.  Currently,  we do not have any existing credit facilities
or  similar  bank  borrowing  arrangements.  We will need to  obtain  additional
financing in order to implement the material aspects of our business plan. There
can be no assurance  that any  additional  financing  will be available to us on
acceptable terms, if at all. If we continue to raise funds by issuing additional
equity securities,  further dilution to existing equity holders will necessarily
result.  If adequate  additional funds are not available,  we may be required to
significantly  curtail our long term business  objectives and may not be able to
transition out of the development stage.  Accordingly,  we are subject to all of
the risks inherent in starting a new business enterprise including the potential
loss  of  all  monies  invested  and  never  realizing  any  revenue  generating
operations.

It is difficult to evaluate  our business and  prospects  because we do not have
any history of revenue from  operations.  The present  management of the Company
assumed  control in October  2000.  Since that date,  we have not  generated any
revenue from  operations  and the success of our proposed plan of operation will
depend,  to a  great  extent,  on the  ability  of  management  to  successfully
implement an untested  business model with limited capital.  Our short existence
and our lack of working  capital  make it  difficult  to  evaluate  our  current
business and prospects or to accurately predict our future revenue or results of
operations.  Our revenue and income  potential as well as our business  strategy
continue  to be  unproven.  The  ultimate  success  or failure of our smart card
endeavor may wind up being dependent upon numerous factors beyond the control of
us or our management.

We may not be able to operate  successfully  if we are unable to hire  qualified
additional  personnel.  Our  success may largely be  dependent  on the  personal
efforts and  abilities of our  management  and our ability to attract and retain
qualified  key  personnel  in the  future.  Except  for Tamio  Saito,  our Chief
Technical  Officer and member of our Board of Directors,  none of our management
team has ever  operated a smart card  business  or has any  experience  with the
manufacture  and  marketing of smart card  products.  In addition to  performing
their regular  duties,  our management  must spend a significant  amount of time
devising strategies to execute our untested and unproven business model.

We are presently  dependent  upon four people.  Our ultimate  success or failure
will depend to a large extent on the  services and efforts of our two  executive
and  operating  officers,  Mary  A.  Grace  and  Tamio  Saito  and  two  of  the
co-inventors of our BVS2(TM) and Super Smart Card(TM)  technology,  Wayne Drizin
and  Takashi  Aida.  The loss of the  services  of any one or more of these  key
persons,  especially during the initial stages of our operations,  could disrupt
our  business  and harm our  operations.  In the event of the  untimely  demise,
unavailability or disability of any one or more of these four persons, there can
be no assurance that we will be able to secure a successor of equivalent  talent
and experience.

As stated in  greater  detail  in this  report,  our  technology  was  developed
primarily  by Tamio  Saito  and Wayne  Drizin,  while  the key  managers  of our
business  operations were Mary A. Grace and Tamio Saito. During the period since
our last  periodic  filing,  our  marketing  efforts have  resulted in contracts
and/or  ongoing  negotiations  with an  increasing  number of  governmental  and
private entities in the United States and abroad. Our ability, at this point, to
effectively  pursue each of these  potential  contracting  opportunities  and to
design and complete  system  installation  in connection with those contracts is
dependent on the continued efforts not only of Ms. Grace and Mr. Saito, but also
the other  co-inventors  of the system,  Wayne Drizin and Takashi Aida.  Both of
these  individuals have consulting  arrangements  with us. Mr. Saito, Mr. Drizin
and Mr. Aida were  instrumental  in the  development  and the  refinement of the
system which forms the basis for the employment of the e-Smart  biometric  card.
We believe that Messrs.  Saito, Drizin and Aida are the individuals best able to
continue  to  refine,  to  present  and to  customize  the use of our system and
oversee its installation. In the event we were to be deprived of the services of
any of these  three  individuals,  our  ability to pursue,  procure  and fulfill
contracting opportunities will be materially decreased and/or delayed.

We have no Key Man Insurance. Presently, we do not maintain or carry any key man
life  insurance.  We intend to purchase  life  insurance on the lives of our key
personnel as soon as we are  financially  able. Upon purchase of this insurance,
we will pay the premiums and designate the Company as the sole beneficiary.  The
lack of key man  coverage  and the  lack of  other  such  insurance  may  have a
material  adverse  effect upon our business in the event of the untimely loss of
any of our four key employees.

We may be deprived of the services of a co-inventor  of our Super Smart Card(TM)
technology.  In  September  of 2000,  the U.S.  Attorney's  Office  in  Phoenix,
Arizona,  charged  Wayne  Drizin,  a  co-inventor  of our Super  Smart  Card(TM)
technology,  with six  counts of wire fraud in  connection  with  certain  share
transactions  involving a predecessor  of IVI that  allegedly  took place during
1995 and 1996. In October 2003,  and after a trial by jury, Mr. Drizin was found
not guilty of four counts in the  complaint  but convicted on two counts of wire
fraud.  Legal  counsel  for Mr.  Drizin  will file an appeal and advised us that
based on his  review of the  government's  case and the  evidence  presented  at
trial, he is confident that the conviction will be reversed. However, and in the
event the  conviction  is not  reversed,  it is likely  that Mr.  Drizin will be
barred by the SEC from serving as one of our executive officers or as one of our
directors and that he may be  incarcerated  for some period of time. In light of
the fact that Mr.  Drizin has never been an executive  officer or director,  but
has  exclusively  served as a  consultant  to us, we do not believe  that an SEC
imposed bar will  materially  and adversely  affect our business  model.  On the
other hand,  any  incarceration  of Mr. Drizin will deprive us of his skills and
advice, and may have a material adverse effect upon our proposed business during
any such period of incarceration.

We may not be able to get D&O insurance.  The election of qualified  independent
members of our Board of Directors is  contingent  upon our acquiring a policy of
directors and officers liability insurance in an amount reasonably  satisfactory
to such nominees.  Given our lack of revenue  generating  operations  during our
development   stage  as  well  as  the  adverse  decision  of  the  in  the  SEC
Administrative Proceeding (discussed above), any such policy, we expect, will be
very  expensive  and may not be available  at any price.  Our failure to acquire
such a  policy  may  prevent  us  from  attracting  the  services  of  qualified
independent  members to our Board of  Directors.  This,  in turn,  will create a
material  adverse  effect  upon our  ability  to meet the  corporate  governance
regulations imposed on publicly owned companies.

We have a history of losses and may not achieve profitability in the foreseeable
future.  We have incurred  losses in each year since our  inception.  Our losses
resulted  primarily  from  expenses we incurred  in  research  and  development,
selling and marketing,  as well as in general and  administrative  expenses.  We
have never had any revenue.  We expect to continue to incur operating  losses in
future  periods  as we invest in the  expansion  of our  global  operations  and
continue to enhance our research  and  development  capabilities  and expand our
relationship with contract manufacturers.

If   the   market   for   smart   cards   in   general,   and   for   biometric,
multi-application-based  smart cards in particular,  does not grow as we expect,
we may not succeed in selling our products.  The success of our products depends
on commercial  enterprises,  governmental  authorities  and other potential card
issuers  adopting  biometric  multi-application  based smart card  technologies.
Other card  technologies,  such as magnetic strips or bar codes, are widely used
and could be viewed by potential  customers as more cost effective  alternatives
to our products.  Additionally,  potential customers in developed countries such
as the United  States  may  already  have  installed  systems  that are based on
technologies  different than ours and may therefore be less willing to incur the
capital   expenditure   required   to  install   or   upgrade  to  a   biometric
multi-application-based  smart card system.  As a result,  we cannot provide any
assurance that there will be  significant  market  opportunities  for smart card
systems.  If demand for  biometric  multi-application-based  smart card products
such as ours does not develop or develops more slowly than we anticipate, we may
have fewer opportunities for growth than we expect.

If we fail to develop new products or adapt our existing products for use in new
markets,  our revenue growth may be impeded and we may incur significant losses.
To date,  we have not sold any  products  incorporating  our  technology  in any
markets. We are currently developing and attempting to market our technology for
use as national identity cards for use by governmental authorities.  We have yet
to recognize revenues from sales of these products.  We are devoting significant
resources to developing and marketing  these and other products and adapting our
existing products for use in new markets. If we fail to develop a market for our
products we will not  generate  any revenue  and  continue to incur  significant
losses.

We intend to derive a significant  portion of our revenues from sales to systems
integrators  who are not the  end-users  of our  products.  Accordingly,  we may
become dependent on the ability of these  integrators to maintain their existing
business and secure new business. We anticipate that much of our revenue will be
derived from sales to systems  integrators  who  incorporate  our products  into
systems  which they  supply and install  for use in a specific  project.  To the
extent our  revenues  depend on  systems  integrators'  ability to  successfully
market,  sell,  install and provide  technical  support for systems in which our
products are  integrated  or to sell our products on a  stand-alone  basis,  our
revenues may decline if such systems  integrators'  efforts fail.  Further,  the
faulty or negligent  implementation  and installation of our products by systems
integrators  may harm our reputation and tarnish our brand name.  Because we may
be one step removed from the end users of our products in this situation, it may
be more difficult for us to rectify  damage to our reputation  caused by systems
integrators who have direct contact with end users. In addition,  termination of
agreements  with systems  integrators  or revocation  of exclusive  distribution
rights within a certain area may have negative effects on our business. Further,
if we are unable to maintain our current  relationships with systems integrators
or develop  relationships  with new systems  integrators,  we may not be able to
sell our products  and our results of  operations  could be impaired.  Unless we
continue to expand our direct  sales,  our future  success  will depend upon the
timing and size of future  purchases by systems  integrators  and the success of
the projects and services for which they use our products.

Our   inability  to  maintain  our  current,   and  establish   new,   strategic
relationships  could impair our revenue growth. The markets for our products are
usually highly specialized and require us to enter into strategic  relationships
in order to  facilitate  or  accelerate  our  penetration  into new markets.  We
consider a relationship  to be strategic  when we integrate our technology  into
some of the product  offerings of a systems  integrator  that has a  significant
position in a specified  market,  and then  cooperate in marketing the resulting
product. The termination of any of our strategic relationships or our failure to
develop  additional  relationships in the future may limit our ability to expand
the markets in which our products are deployed or to sell  particular  products,
and thereby impair our revenue growth.

We face  intense  competition.  If we are  unable to compete  successfully,  our
business prospects will be impaired. We face intense competition from developers
of contact  and  contactless  microprocessor-based  technologies  and  products,
developers of contactless products that use other types of technologies that are
not microprocessor-based, and non-smart card technologies. We compete on a range
of competitive factors including price, compatibility with the products of other
manufacturers,  and the ability to support new industry  standards and introduce
new  reliable   technologies.   Many  of  our  competitors,   such  as  Phillips
Semiconductors,   a  division  of  Phillips   Electronics   N.V.,  and  Infineon
Technologies  AG, have greater market  recognition,  larger customer bases,  and
substantially greater financial, technical,  marketing,  distribution, and other
resources  than we  possess.  As a  result,  they may be able to  introduce  new
products,  respond  to  customer  requirements  and adapt to  evolving  industry
standards more quickly than we can.

While  at the  moment  we  believe  we offer a  unique  product  that is easy to
differentiate  from  our  competitors,  in the  future,  we may  not be  able to
differentiate  our products  sufficiently  from those of our competitors.  If we
cannot compete  successfully with our existing and future competitors,  we could
experience  lower  sales,  price  reductions,  loss of revenues,  reduced  gross
margins and reduced market share.

From time to time,  we or one or more of our present or future  competitors  may
announce new or enhanced  products or  technologies  that have the  potential to
replace or shorten the life cycles of our existing products. The announcement of
new or enhanced  products may cause customers to delay or alter their purchasing
decisions in  anticipation of such products,  and new products  developed by our
competitors  may  render  our  products   obsolete  or  achieve  greater  market
acceptance than our products.

If there is a  sustained  increase in demand for  microprocessors,  availability
might be limited and prices might increase. Our products require microprocessors
and  other  silicon  based  chips.  The  microprocessor   industry  periodically
experiences increased demand and limited availability due to production capacity
constraints.  For  example,  there has been a shortage  in the  availability  of
microprocessors  since the  middle of 1999.  Increased  demand  for,  or limited
availability  of,  microprocessors  could  substantially  increase  the  cost of
producing our products. In addition, as a result of a shortage, we may be forced
to  delay  shipments  of  our  products,   or  devote  additional  resources  to
maintaining  higher levels of  microprocessor  inventory.  Consequently,  we may
experience  substantial  period-to-period  fluctuations  in our cost of revenues
and, therefore, in our future results of operations.

Our  products  have  long  development  cycles  and  we may  expend  significant
resources in relation to a specific project without realizing any revenues.  The
development  cycle for our products  varies from project to project.  Typically,
the  projects in which we are involved are complex and require that we customize
our  products  to our  customers'  needs  and  specifications.  We then  conduct
evaluation,  testing, implementation and acceptance procedures of the customized
products with the customer. Only after successful completion of these procedures
will customers place orders for our products in commercial  quantities,  if any.
We,  therefore,  cannot  provide an assurance  that contracts that we enter into
will  result  in  commercial  sales.  As a  result,  we  may  expend  financial,
management  and other  resources  to develop  customer  relationships  before we
become capable of recognizing any revenues.

We are dependent on a small number of suppliers for critical components,  delays
or  discontinuance of the supply of components may hamper our ability to produce
our  products  on a timely  basis  and cause  short-term  adverse  effects.  The
components  we use in our products,  including  microprocessors  and cards,  are
supplied by third party suppliers and manufacturers. Many of these suppliers are
our sole  suppliers.  Although we are now in the process of securing  additional
sources of supply, in the meantime, we may experience short-term adverse effects
due to  delayed  shipments  that will delay the  supply of our  products  to our
customers,  and that may result in cancellation  of orders for our products.  In
addition,  we do not generally have long term supply  contracts  under which our
suppliers are committed to supply us with components at a fixed price. Suppliers
could  increase  component  prices   significantly   without  warning  or  could
discontinue the manufacture or supply of components used in our products. We may
not be able to develop  alternative  sources for product  components if, and as,
required in the future.  Even if we are able to identify any alternative  source
of  supply,  we may need to modify  our  products  to be  compatible  with other
components, which may cause delays in product shipments,  increase manufacturing
costs and increase product prices.

Because  some of our  suppliers  are located in Europe and the Far East,  we may
experience  logistical  problems in our supply chain,  including long lead times
for receipt of products or components and shipping delays.

If we  fail to  hire,  train  and  retain  qualified  research  and  development
personnel,  our ability to enhance our existing  products,  develop new products
and compete  successfully may be materially and adversely affected.  Our success
depends in part on our ability to hire, train, and retain qualified research and
development   personnel.   Individuals   who  have  expertise  in  research  and
development  in our  industry  are scarce.  Competition  for such  personnel  is
intense in the  electronics  industry,  particularly  in the United States,  and
therefore  hiring,  training and retaining such personnel is both time consuming
and  expensive.  If we fail to hire,  train and retain  employees with skills in
research and development, we may not be able to enhance our existing products or
develop new products.

Our ability to compete  depends on our continuing  right to use, and our ability
to protect, our intellectual  property rights. Our technology is licensed from a
major shareholder, IVI Smart (see "Proprietary  Technologies").  Our success and
ability  to  compete  depend in large  part on using our  licensed  intellectual
property  and  proprietary  rights  to  protect  the  technology  we use and the
products we make. We rely on a combination of patent,  trademark,  copyright and
trade secret law, as well as  confidentiality  agreements and other  contractual
relationships  with  our  employees,  customers,  affiliates,  distributors  and
others.

Our licensor currently has patents pending in the United States,  Europe, Japan,
and  elsewhere  that have not yet resulted in grants.  We cannot be certain that
patents  will be issued with  respect to any of these  pending or future  patent
applications  or that the scope of any  future  patents  that are  issued to our
licensor,  will  provide us with  adequate  protection  for our  technology  and
products. Others may challenge these patents or registered trademarks. We do not
know whether any of them will be upheld as valid or will be enforceable  against
alleged  infringers  and thus we do not know  whether  they  will  enable  us to
prevent  or hinder  the  development  of  competing  products  or  technologies.
Moreover,  patents provide legal protection only in the countries where they are
registered  and the extent of the  protection  granted by  patents  varies  from
country to country.

The  measures we have taken to protect our  technology  and  products may not be
sufficient to prevent  their  misappropriation  by third parties or  independent
development by others of similar technologies or products.  Competitors may also
develop  competing  technology by designing  around our patents and will then be
able to manufacture and sell products which compete  directly with ours. In that
case, our business and operating  results would be harmed.  While  substantially
all of our employees are subject to non-compete agreements, these agreements may
be  difficult  to  enforce  or  deemed  unenforceable  by a court  of  competent
jurisdiction.

In order to protect  our  technology  and  products  and enforce our patents and
other  proprietary  rights,  we may need to initiate  litigation  against  third
parties or defend  opposition  proceedings  before the European Patent Office or
prosecute interference  proceedings before the U.S. Patent and Trademark Office.
These  legal  and  administrative  proceedings  could be  expensive  and  occupy
significant management time and resources.

Furthermore,  a successful  opposition to our patent in any  jurisdiction  could
provide  a basis  for our  competitors  to  claim  that  our  patents  in  other
jurisdictions covering this technology are invalid.

Our products may infringe the intellectual  property rights of others. It is not
possible to know with certainty that the manufacture and sale of our products do
not or will not infringe patents or other intellectual  property rights owned by
third parties.  There may, for example,  be patent  applications  pending at the
moment,  which if granted, may cover products that we have just developed or are
developing.  In  certain  other  jurisdictions  there is no  publication  of the
subject  matter of patents until the patents are issued.  Third parties may from
time to time claim that our current or future products  infringe their patent or
other intellectual property rights. In addition, if third parties claim that our
customers are violating their  intellectual  property rights,  our customers may
seek  indemnification  from us, which could be costly,  or may  terminate  their
relationships   with  us.  Any   intellectual   property   claim  could  involve
time-consuming  and disruptive  litigation  and, if determined  adversely to us,
could  prevent  us from  making or  selling  our  products,  and  subject  us to
substantial monetary damages or require us to seek licenses.

Intellectual  property rights litigation is complex and costly, and we cannot be
sure of the outcome of any such litigation. Even if we prevail, the cost of such
litigation could harm our results of operations. In addition, such litigation is
time  consuming and could divert our  management's  attention and resources away
from our business.  If we do not prevail in any  litigation,  in addition to any
damages we might have to pay,  we might be required  to  discontinue  the use of
certain processes,  cease the manufacture,  use and sale of infringing  products
and  solutions,   expend   significant   resources  to  develop   non-infringing
technology,  or  obtain  licenses  on  unfavorable  terms.  Licenses  may not be
available to us on  acceptable  terms or at all. In addition,  some licenses are
non-exclusive  and,  therefore,  our  competitors  may have  access  to the same
technology  licensed  to us. If we fail to obtain a  required  license or cannot
design around any third party patents or otherwise avoid  infringements,  we may
be unable to sell some of our products.

We are susceptible to changes in  international  markets and  difficulties  with
international  operations could harm our business.  Our ability to penetrate any
market whether, domestic or international, is dependent in part on political and
economic  factors that we have no control over.  In addition,  there are certain
inherent risks in international operations which include:

     o    Changes in regulatory requirements and communications standards;

     o    Required licenses, tariffs and other trade barriers;

     o    Difficulties  in enforcing  intellectual  property  rights across,  or
          having to litigate disputes in, various jurisdictions;

     o    Difficulties in staffing and managing international operations;

     o    Potentially adverse tax consequences; and

     o    The  burden of  complying  with a wide  variety  of  complex  laws and
          treaties in various jurisdictions.

If we are unable to manage the risks  associated with our focus on international
sales, our business may be harmed.

We may have to adapt our products in order to integrate them into our customers'
systems or if new government  regulations  or industry  standards are adopted or
current  regulations or standards are changed.  Some of our products are subject
to mandatory government  regulation in the countries in which they are used. For
example,  card readers that are used in the United States require  certification
of compliance with regulations of the Federal  Communications  Commission and in
Europe  of  compliance  with  regulations  of  the  European  Telecommunications
Standards  Institute  regarding emission limits of radio frequency  devices.  In
addition, governmental certification for the systems into which our products are
integrated may be required.  The International  Standards Organization is in the
process of approving industry standards  regulating the transfer of data between
contactless  smart  cards  and  readers.  If  there is a  change  to  government
regulations or industry standards, we may have to make significant modifications
to our  products  and,  as a result,  could incur  significant  costs and may be
unable to deploy our products in a timely manner.

In addition,  prior to purchasing our products, some customers may require us to
receive  certification  that our products can be  integrated  successfully  into
their  systems  or  comply  with  applicable   regulations.   Receipt  of  these
certifications  may not occur in a timely  manner or at all. In some  cases,  in
order for our products, or for the system into which they are integrated,  to be
certified,  we may have to make significant  product  modifications.  Failure to
become so  certified  could  render us unable to deploy our products in a timely
manner or at all.

Our products may contain defects that we find only after deployment, which could
harm our reputation,  result in loss of customers and revenues and subject us to
product liability claims. Our products are highly technical and deployed as part
of large and complex projects.  Because of the nature of our products,  they can
only be fully  tested when fully  deployed.  Any defects in our  products  could
result in:

     o    Harm to our reputation;

     o    Loss of, or delay in, revenues;

     o    Loss of customers and market share;

     o    Failure to attract new customers or achieve market  acceptance for our
          products; and

     o    Unexpected expenses to remedy errors.

In  addition,  we  could be  exposed  to  potential  product  liability  claims.
Currently we maintain no product liability insurance.  We intend to seek product
liability  insurance  prior to the  distribution  of our products.  However,  we
cannot  provide any  assurances  that we can obtain this  insurance in an amount
that will be sufficient to cover any successful  product  liability  claim or in
any amount at all or for a premium we can accept.  If we self insure or if there
is any product liability claim in excess of our insurance coverage,  any related
payments would have to be made out of our cash reserves, and this would harm our
business.  Furthermore, the assertion of product liability claims, regardless of
the merits underlying the claim, could result in substantial costs to us, divert
management's  attention  away from our  operations and damage our reputation and
business.

Nevada Law Permits  the  Limitation  on  Directors'  Liability.  Pursuant to our
Certificate of Incorporation  and under Nevada law, our directors are not liable
to us or our  stockholders  for monetary  damages for breach of fiduciary  duty,
except for  liability in  connection  with a breach of the duty of loyalty,  for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law, for dividend  payments or stock  repurchases  illegal
under Nevada law or any  transaction in which a director has derived an improper
personal benefit.

Risks Related To Our Common Shares

We are  controlled  by two  companies.  At December 31, 2002,  IVI Smart and its
parent  Intermarket  Ventures,  Inc.,  a Utah  corporation,  collectively  owned
approximately 77% of our outstanding shares of Common Stock. Accordingly,  these
two entities  effectively have the ability to control the outcome of all matters
requiring stockholder approval,  including, but not limited to, the election and
removal  of  directors,  and any  merger,  consolidation  or  sale  of  all,  or
substantially  all, of our assets, and to control our management and effectively
have the ability affairs.

Our share price has  fluctuated in the past and may continue to fluctuate in the
future.  The  market  price of our  shares in the  over-the-counter  market  has
experienced   significant   fluctuations   and   may   continue   to   fluctuate
significantly.  For example,  between the second and third quarter of 2003,  the
bid price of our common stock increased  approximately  560% from $.35 to $2.30.
The market price of our shares may be significantly  affected by factors such as
the announcements of agreements,  new products or product  enhancements by us or
our  competitors  and  technological  innovations by us or our  competitors.  In
addition,  while we cannot assure you that any securities analysts will initiate
or maintain research  coverage of our Company and our shares,  any statements or
changes in estimates by analysts  initiating  or covering our shares or relating
to the smart card industry  could result in an immediate  and adverse  effect on
the market price of our shares.  Further,  we cannot predict the effect, if any,
that market sales of shares or the  availability of shares for sale will have on
the  market  price  of the  shares  prevailing  from  time to  time.  Sales of a
substantial  number of shares or the  perception  that such  sales  could  occur
following the filing of this report, could have a material adverse effect on the
market price of our shares.

Trading  in  shares of  companies,  such as ours,  listed on the Pink  Sheets in
general and trading in shares of technology  companies in  particular  have been
subject to extreme  price and volume  fluctuations  that have been  unrelated or
disproportionate  to operating or other  performance.  These factors may depress
the market  price of our shares,  regardless  of whether or not we ever  achieve
operating status.

In the event we fail to have the  Initial  Decision  of the  Administrative  Law
Judge reversed on appeal, it is likely that the SEC will revoke the registration
of our common stock and  completely  halt trading in our shares until and unless
we file a new registration statement  re-registering our common stock and comply
with any and all comments requirements imposed by the SEC.

We can not predict the further  impact on the price of our shares  following the
announcement  of the adverse  decision in the SEC  Administrative  Proceeding to
revoke the  registration of our shares.  Notwithstanding  that on July 16, 2004,
the SEC  published an order  wherein the Division of  Enforcement's  motions for
summary  affirmance  and for leave to file a brief in opposition to our petition
for review were denied,  the March 4, 2003 decision of Administrative  Law Judge
Lillian A. McEwan to revoke the  registration of our common stock as a result of
our alleged  violations of the periodic  reporting  requirements of the Exchange
Act may  continue  to have a material  adverse  effect upon the bid price of our
common stock in the  over-the-counter  market.  If this is the case it will,  in
turn,  continue  to impair our  ability to raise  working  capital  through  the
private sales of our securities, our only current source of funds.

If our shares  continue to be  considered a Penny Stock,  any  investment in our
shares will continue to be considered a high-risk  investment and continue to be
subject  to  restrictions  on  marketability.  Since the bid price of our shares
continues to be below $5.00,  our common  shares are deemed to be "penny  stock"
for the purposes of the Exchange Act. Brokers effecting  transactions in a penny
stock  are  subject  to  additional   customer  disclosure  and  record  keeping
obligations.   The  additional  obligations  include  disclosure  of  the  risks
associated   with  low  price  stocks,   stock  quote   information  and  broker
compensation.  In  addition,  brokers  making  transactions  in penny stocks are
subject to additional sales practice  requirements under the Exchange Act. These
additional  requirements  include making inquiries into the suitability of penny
stock  investments for each customer or obtaining the prior written agreement of
the  customer  for  the  penny  stock  purchase.  Because  of  these  additional
obligations, some brokers will not effect transactions in our securities.

Our share price could be adversely affected by future sales of our shares. As of
December 31, 2002, we had 153,771,993  shares  outstanding,  exclusive of shares
issuable upon exercise of outstanding  warrants and shares reserved for issuance
upon the exercise of outstanding  options granted to management and others.  The
market  price  of our  shares  could  drop as a result  of sales of  substantial
amounts of our shares in the public  market  following the exercise of either or
both of the outstanding warrants or options. This factor could also make it more
difficult to raise  additional  funds through  future  private  offerings of our
shares or other securities.

We do not anticipate  paying cash dividends in the foreseeable  future.  We have
paid no dividends on our common stock since our inception  and presently  intend
to continue to retain all earnings,  if any, for use in our business.  Investors
who  anticipate  the need for either  immediate or future  income by way of cash
dividends from their investment should refrain from investing in our securities.

Our  shareholders  could experience  dilution of their ownership  interest if we
issue more  shares  that are  purchased  by third  parties.  Under  Nevada  law,
shareholders  in public  companies such as the registrant do not have preemptive
rights. This means that our shareholders do not have the legal right to purchase
shares in a new issue before they are offered to third parties. In addition, our
board of directors may approve the issuance of shares in many instances  without
shareholder approval. As a result, our shareholders could experience dilution of
their ownership  interest if we decide to raise additional funds by issuing more
shares and such shares are purchased by third parties.

Conclusion

While to date there has not been a strong demand for smart cards domestically in
the USA, this trend is changing. The federal government has numerous initiatives
that require  deployment of smart cards,  with the  Department of Defense Common
Access Card being a prime  example.  There is a challenge  for suppliers in that
there  is more  than one  standard  and more  than  one type of smart  card.  In
addition,  there is a massive installed base of  infrastructure  utilizing other
technologies (bar codes,  magnetic stripe,  etc.) that is difficult to overcome.
Today's post 9/11 world, however,  demands ID verification that is fast, simple,
sure and secure.  From terrorism to identity  theft (one of the world's  fastest
growing crimes),  society requires  accurate  identification  of each person. We
believe that at this time there is no other  viable  system than the Super Smart
Card(TM)  operating on the BVS2(TM)  platform that can make this ID verification
while still protecting privacy and civil rights.

Available Information

This is the second  annual  report on Form  10-KSB that we have filed (our first
was for the fiscal year ended  December 31, 2003 filed March 30,  2004),  and we
intend to file Form  10-KSBs  on a timely  basis for all  subsequent  years.  In
addition,  we file quarterly reports on Form 10QSB, current reports on Form 8-K,
amendments to these reports,  and other information with the SEC. The public may
read and copy any  materials we file with the SEC at the SEC's Public  Reference
Room at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549. The public may obtain
information on the operation of the Public  Reference Room by calling the SEC at
1800-SEC-0330.  The SEC maintains an Internet site  (www.sec.gov)  that contains
reports,  proxy and  information  statements,  and other  information  regarding
issuers that file electronically with the SEC.

ITEM 2. DESCRIPTION OF PROPERTY

Pursuant to an Advisory and Administrative  Services Agreement effective January
1, 2001, and dated May 29, 2003 (the "ABG Agreement")  with Associated  Business
Group, Inc., a Nevada corporation  controlled by and under common control of the
father of the  co-inventor of our Super Smart Card(TM)  technology  ("ABG"),  we
maintain our  executive  offices in the  premises of ABG at 7225  Bermuda  Road,
Suite C, Las Vegas,  Nevada 89119. We utilize  approximately  350 square feet of
space,  have  access to a copy and fax  machine  and  telephone  service.  These
services are provided to us at no charge.  However ABG is otherwise  compensated
for its  administrative  services under the ABG Agreement.  The ABG Agreement is
summarized under the caption Certain Transactions and Other Relationships below.
Our office  facilities in Las Vegas are adequate for the purposes for which they
are intended  and provide  sufficient  capacity to  accommodate  our  short-term
needs.

ITEM 3. LEGAL PROCEEDINGS

A. On December 12, 2002,  the  Securities  and Exchange  Commission  (the "SEC")
commenced an Administrative  Proceeding against us seeking,  among other things,
to interrupt  public trading in our  securities  (the  "Proceeding").  Pending a
decision by the  Administrative  Law Judge, we agreed with the SEC and the judge
to utilize our best efforts to prepare and file Quarterly Reports on Form 10-QSB
for the six and  nine  months  ended  June  30,  2003 and  September  30,  2003,
respectively;  and our Annual  Report on Form  10-KSB  for the two fiscal  years
ending December 31, 2003, on or before March 30, 2004.  Towards this end, and on
November 13, 2003 and December 30, 2003,  respectively,  we filed our  Quarterly
Reports on Form  10-QSB  for the six and nine  months  ended  June 30,  2003 and
September  30,  2003;  and  engaged  Rosenberg  Rich  Baker  Berman & Company of
Bridgewater,  NJ to audit our  financial  statements  for the two  fiscal  years
ending December 31, 2003.

However,  and on March 4, 2004,  Lillian A.  McEwan,  Administrative  Law Judge,
published an Initial Decision in the Proceeding.  In her Initial  Decision,  the
Administrative  Law Judge found that we failed to make the required filings,  as
alleged,  and therefore  violated Exchange Act Section 13(a) and Rules 13a-1 and
13a-13.  In assessing  sanctions,  the  Administrative  Law Judge found that our
violations were not only recurrent but also egregious,  lasting over three years
and continuing to the present. The Administrative Law Judge found that, although
we  represented  that we intended  to be in full  compliance  with the  periodic
reporting requirements no later than March 31, 2004, this endeavor seems doomed.
Because the  Administrative  Law Judge was  convinced  that we could not readily
remedy our periodic  reporting  violations,  the  Administrative Law Judge ruled
that our  registration  should be revoked.  On March 30,  2004,  we filed a Form
10-KSB  covering fiscal years ending on December 31, 2002 and 2003.

On March  23,  2004,  and  within  the 21 day  period  provided  in the  Initial
Decision,  we filed a petition with the SEC for review of the Administrative Law
Judge's decision. Our petition was granted on March 26, 2004. On March 30, 2004,
the Division of Enforcement asked that the  Administrative  Law Judge's decision
be summarily  affirmed  pursuant to Rule of Practice  411(e).  The Division also
moved for leave,  under Commission Rule of Practice  410(d),  to file a brief in
opposition to our petition for review.  Notwithstanding that we had appealed the
Initial  Decision,  we agreed to file an Annual  Report on Form  10-KSB  for the
fiscal year ended December 31, 2002.

On  July  16,  2004,  the  SEC  published  an  order  wherein  the  Division  of
Enforcement's  motions for summary  affirmance  and for leave to file a brief in
opposition  to our petition for review were denied.

B. On February 27, 2003, we filed the first of an expected  series of both state
and federal lawsuits in connection with, among other things, the stream of false
and malicious allegations made by certain parties against us, our President, and
one of our licensed  technology's  co-inventors  that led to the since dismissed
complaint brought by the U.S. Attorney's Office for the Southern District of New
York our President and such co-inventor.

The  initial  complaint  as  filed by  e-Smart  is  against  named  and  unnamed
individuals for "Conspiracy to Interfere with  Prospective  Economic  Advantage,
Conspiracy to Slander and Defame,  Conspiracy to Breach Fiduciary Duties and for
Punitive  Damages."  The  Complaint  seeks  compensatory  damages of one billion
dollars in addition to unspecified  punitive  damages against those that lied to
the U.S. Attorney's Office in an effort to discredit our products and personnel.

This litigation is in the early stages of discovery and while we believe that we
have a meritorious  case, there can be no certainty as to the outcome of same or
of our ability to eventually collect any judgment(s)  awarded,  if any. In light
of our lack of  capital,  the  expense  of this  litigation  may have an adverse
effect on our ability to conduct our proposed smart card business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

Neither  during the fourth  quarter of the fiscal year ended  December 31, 2002,
nor at any time since the December 18, 2000, Special Meeting of Stockholders did
the  Registrant  conduct a meeting of its  stockholders  pursuant to  definitive
proxy materials under Regulation 14A under the Exchange Act.

On December 1, 2003,  however,  IVI Smart and certain other stockholders  owning
approximately  77% of our issued and outstanding  shares adopted  resolutions by
consent  pursuant to Section 78.320 of the Nevada Revised  Statutes in lieu of a
meeting of our  shareholders.  The resolutions (i) re-elected a former director;
(ii) elected two new  directors;  (iii) granted to the board the power to select
independent  auditors;  (iv) increased the number of authorized shares of common
stock from 200 million to 300 million;  (v) created the 2003 Long Term Incentive
Plan wherein 75 million  shares are reserved for  issuance;  and (vi) granted 30
million options  thereunder.  The approved actions will become operative 20 days
after the mailing to our  stockholders  of an  Information  Statement  that must
first be  prepared  and  filed  with the SEC.  A total of 30  million  five year
options were granted to our Chief Executive Officer, one of the inventors of the
Super  Smart  Card(TM)  technology  and  certain  employees.   The  options  are
exercisable  at a price  equal to 100% of the  closing  bid price for our common
stock on December 1, 2003, or $1.00 per share.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Since late 1997, our common stock, our only class of trading equity  securities,
has been  traded in the  over-the-counter  market on the Pink  Sheets  under the
symbol  "ESMT".  The  following  table  sets forth the range of high and low bid
price  information for the common stock for each fiscal quarter for the past two
fiscal  years as reported by the Pink  Sheets LLC.  High and low bid  quotations
represent  prices  between  dealers  without  adjustment  for  retail  mark-ups,
markdowns or commissions, may not necessarily represent actual transactions, and
have not been adjusted for any stock dividends or splits.

                                                   HIGH BID     LOW BID


       Year Ended December 31, 2002:
         Fourth Quarter                          $     0.68  $    0.40
         Third Quarter                                 0.91       0.35
         Second Quarter                                0.68       0.40
         First Quarter                                 0.80       0.22

       Year Ended December 31, 2001:
         Fourth Quarter                                1.69       0.53
         Third Quarter                                 2.35       0.24
         Second Quarter                                2.65       0.16
         First Quarter                                10.75       0.75

Since  our  shares  began  trading  in the  over-the-counter  market in the Pink
Sheets,  the prices for our shares  have  fluctuated  widely.  There may be many
factors that explain these variations.  We believe that such factors include (a)
the demand for our common  stock,  (b) the number of shares of our common  stock
available for sale, (c) developments in the smart card industry, and (d) changes
in the performance of the stock market in general, among others.

In recent  years,  the stock  market has  experienced  extreme  price and volume
fluctuations  that have had a  substantial  effect on the market prices for many
small and emerging growth  companies such as ours, which may be unrelated to the
operating  performances  of the specific  companies.  Some  companies  that have
experienced  volatility in the market price of their stock have been the targets
of  securities  class action  litigation.  If we became the target of securities
class action litigation, it could result in substantial costs and a diversion of
management's  attention and resources and have an adverse  effect on our ability
to implement  our business  plan.  In addition,  holders of shares of our common
stock could suffer  substantial  losses as a result of fluctuations and declines
in the market price of our common stock.

The trading of shares of our common stock is subject to limitations set forth in
Rule 1 Sg-9 of the Exchange Act. This rule imposes sales  practice  requirements
on  broker-dealers  who sell  so-called  "penny  stocks" to  persons  other than
established customers,  accredited investors or institutional investors. For any
transaction  involving a penny stock,  unless  exempt,  the rules require that a
broker or dealer:  (a)  approve a person's  account  for  transactions  in penny
stocks;   and  (b)  receive  from  the  investor  a  written  agreement  to  the
transaction,  setting  forth the  identity and quantity of the penny stock to be
purchased.  In order to approve a person's  account  for  transactions  in penny
stocks,  the  broker  or dealer  must:  (i)  obtain  financial  information  and
investment  experience and objectives of the person;  and (ii) make a reasonable
determination  that the  transactions  in penny stocks are suitable for that the
person and that person has  sufficient  knowledge  and  experience  in financial
matters to be capable of evaluating the risks of  transactions  in penny stocks.
The broker or dealer  must also  deliver,  prior to any  transaction  in a penny
stock,  a disclosure  schedule  relating to the penny stock  market,  which,  in
highlight  form, (x) sets forth the basis on which the broker or dealer made the
suitability determination; and (y) explains that the broker or dealer received a
signed, written agreement from the investor prior to the transaction. Disclosure
also has to be made about the risks of  investing in penny stocks in both public
offerings and in secondary  trading,  and about commissions  payable to both the
broker-dealer  and the  registered  representative,  current  quotations for the
securities  and the rights and  remedies  available  to an  investor in cases of
fraud in penny stock transactions.  Finally,  monthly statements have to be sent
disclosing  recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

Holders

As of December 31, 2002, the  approximate  number of holders of record of shares
of our  common  stock,  $.001 par value per  share,  our only  class of  trading
securities, was believed by management to be as follows:



          Title of Class                Number of Record Holders

                        Common Stock, $.001 par value 115

Registrant believes there are many shareholders whose securities are held in
street name with various brokerage houses. The exact number of shareholders is
unknown to us.

Dividends

To the best of management's knowledge and belief, we have never paid a dividend;
and no  dividends  are expected to be paid at least until we achieve a full year
of profitable  operations.  Until then,  earnings,  if any, will be retained and
used to finance the development and expansion of our business.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Over the next 12 months we expect to continue  our  marketing  and  research and
development  efforts with a view  towards  placing our first system in operation
and proving the viability of our Super Smart  Card(TM)  technology.  While there
can be no assurance,  we are looking  forward to the sale and  deployment of two
systems during this period  encompassing an expected  aggregate of approximately
15 million Super Smart Cards(TM).

Additionally,  based on our recently executed Cooperation agreement with Guo Xin
Well-tel Technology Co., Ltd., and EarthNetMedia Trading Co., Ltd., two entities
in the PRC,  we have  agreed to form a joint  venture  company  in the PRC.  The
purpose of the joint venture will be to obtain a business license allowing it to
effectuate  mass  distribution  of the Super Smart Card(TM) and the operation of
the BVS2(TM)  throughout the PRC.  Towards this end, we intend to seek an export
license from the U.S. Commerce Department to deliver our products and systems to
China.  Given our history of having our prior PRC agreement rejected by the U.S.
Commerce  Department,  there  can be no  assurance  that  this  license  will be
forthcoming in the foreseeable future or at any time.

Since present  management  assumed control in 2000, our only source of funds has
been private  placements of our equity  securities to accredited  investors.  We
presently are  dependent  upon private  investors and expect this  dependence to
continue  until such time after the sale of our first  system  that we  generate
sufficient  income to cover our operating  costs. As of the date of this Report,
we expect that this  dependence  will continue until at least the fourth quarter
of  2004;  and  based  upon our  current  and  planned  2004  rate of  operating
commitments,  that  we  will  require  approximately  $2,500,000  in  additional
subscriptions  during  this  period.  There  can be no  assurance  that  we will
continue to be able to rely upon this source of funds.  This is especially  true
in light of the Initial Decision of the  Administrative  Law Judge to revoke the
registration of our common stock and the possibility  that, if our appeal of the
initial  decision fails, the SEC will suspend or permanently halt the trading in
our common stock. Such an outcome would deprive investors in our securities of a
short term exit strategy and will increase the difficulty of continuing to raise
money in this fashion.  This in turn would have a material adverse effect on our
ability to transition out of the development  stage.  Accordingly,  on March 23,
2004, we petitioned the SEC for a review of this Initial decision.

Our ability to maintain  what we believe to be the  state-of-the-art  quality of
our Super Smart Card(TM)  technology is dependent upon our on going research and
development to improve our products  functionality  and durability and to reduce
their cost of  manufacture.  In addition,  we are constantly  trying to find and
develop new products that enhance the  functionality  of our BVS2(TM)  platform.
This research and  development is an integral part of our operating  commitments
for 2003 and as such, is dependent upon funds from subscribers.  Accordingly, it
is subject to the same risks enumerated in the preceding paragraph.

We are  constantly  acquiring  equipment  in  connection  with our  research and
development activities.  Our planned 2004 budget is approximately $1,000,000 for
such acquisitions,  but could change depending on a number of factors, including
upon our rate of accomplishment.  In connection with the anticipated sale of one
or more systems,  we will need to lease  additional  space for an operations and
testing  center for certain  customers,  we will need to lease a liaison  office
near their  offices as a condition of contract.  We are taking over the research
and development center space in San Jose, California in 2004.

Commencing  January 1, 2004, we began the  integration  of the San Jose research
and  development  center and its staff and  operations  into our  Company.  As a
result,  we plan to hire between six and ten new  employees.  In  addition,  and
commencing upon the first sale of one of our systems, we anticipate that: (i) we
will be  required  to retain  an  additional  six to ten  employees  to  perform
administrative,  logistics and quality control functions;  and (ii) we will need
to open a local liaison office with an administrative  and clerical staff of two
or three persons.

Off-Balance Sheet Arrangements

The Company has no off-balance  sheet  arrangements  that have or are reasonably
likely to have a current or future effect on the Company's financial  condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
investors.



Forward Looking Statements:

This  discussion  includes  "Forward-Looking  Statements"  within the meaning of
Section  27A of the  Securities  Act and Section 21E of the  Exchange  Act.  Any
statements  that express or involve  discussions  with  respect to  predictions,
expectations,  beliefs, plans,  projections,  objectives,  assumptions or future
events or  performance  (often,  but not always,  using words or phrases such as
"expects"  or "does  not  expect",  "is  expected",  "anticipates"  or "does not
anticipate", "plans", "estimates" or "intends", or stating that certain actions,
events or results "may", "could",  "would", "might" or "will" be taken, occur or
be  achieved)  are not  statements  of  historical  fact  and may be  considered
"forward looking statements".  Such statements are included,  among other places
in this Form  10-KSB,  in the sections  entitled  "Management's  Discussion  and
Analysis," and "Description of Business".  Forward-looking  statements are based
on  expectations,  estimates and projections at the time the statements are made
that  involve a number of risks  and  uncertainties  which  could  cause  actual
results  or  events to  differ  materially  from  those  presently  anticipated.
Although we believe  that the  expectations  reflected  in such  forward-looking
statements are reasonable, we can offer no assurance that such expectations will
prove to have been correct.

ITEM 7. FINANCIAL STATEMENTS
                                                                     Page
         Independent Auditors' Report                                 38
         Financial Statements
               Balance Sheets                                         39
               Statements of Operations                               40
               Statements of Cash Flows                               41
               Statement of Shareholders' Equity                      42
               Notes to the Financial Statements                      43



                          Independent Auditors' Report




To the Board of Directors and Shareholders of
e-Smart Technologies, Inc. (A Development Stage Company)

We have audited the balance sheets of e-Smart Technologies,  Inc. (A Development
Stage  Company) as of December 31, 2002 and 2001 and the related  statements  of
operations, shareholders' equity and cash flows for the years then ended and for
the period since inception (July 15, 1997) to December 31, 2002. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of e-Smart Technologies,  Inc. (A
Development  Stage Company) as of December 31, 2002 and 2001, and the results of
their  operations,  and cash  flows for the years  then ended and for the period
since  inception  (July 15,  1997) to December  31,  2002,  in  conformity  with
accounting principles generally accepted in the United States of America.

As discussed  in the notes to the  financial  statements,  the Company is in the
development  stage. The development of the Company's  technology and its success
of future  operations is dependent upon the Company's ability to meet its future
financing  requirements.   These  factors  raise  substantial  doubt  about  the
Company's ability to continue as a going concern.


/s/ Rosenberg Rich Baker Berman & Company

Bridgewater, New Jersey
July 30, 2004



                           e-Smart Technologies, Inc.
                          (A Development Stage Company)
                                 Balance Sheets

                                                       December 31
                                                 2002               2001
                                                 ----               ----

                     Assets

   Current Assets
     Cash                                    $   1,069           $    82
     Due from related party                     40,000                --
                                              --------           -------
            Total current assets                41,069                82

   License, net of amortization                115,740           122,170
                                              --------           -------

   Total Assets                             $  156,809         $ 122,252
                                              ========           =======


                      Liabilities and Stockholders' Equity

   Current Liabilities
     Accounts payable                       $  230,395          $     --
     Notes payable                             150,000                --
     Accrued expenses                           14,603                --
                                              --------           -------
           Total Liabilities                   394,998                --
                                              --------           -------

   Shareholders' Equity (Deficiency)
     Common Stock, $0.001 par value,
       300 million shares authorized,
       153,771,993 and 145,117,200 shares
       issued and outstanding in 2002
       and 2001,respectively                   153,772           145,117
     Additional paid in capital             22,714,779           122,715
     Deficit accumulated during
      the development stage                (23,106,740)         (145,580)
                                            ----------          --------

      Total Shareholders' Equity (Deficiency) (238,189)          122,252
                                            ----------          --------

   Total Liabilities and
    Shareholders' Equity (Deficiency)       $  156,809         $ 122,252
                                             =========          ========




                     See notes to the financial statements.




                           e-Smart Technologies, Inc.
                          (A Development Stage Company)
                            Statements of Operations

                                                                 July 15, 1997
                                                                 (Inception of
                                                              Development Stage)
                                                               to December 31,
                                       2002            2001           2002
                                       ----            ----

 Revenue                          $       --     $        --       $      --
                                    --------       ---------        --------

 Expenses
   Research and development          310,000              --         310,000
   Selling, and administrative     1,160,559         142,636       1,306,139
   Issuance of stock options
    for services                  21,476,000              --      21,476,000
                                  ----------       ---------      ----------

      Total operating expenses    22,946,559         142,636      23,092,139
                                  ----------       ---------      ----------

 Loss from operations            (22,946,559)       (142,636)    (23,092,139)
 Interest                             12,101              --          12,101
                                  ----------      ----------      ----------

 Loss before provision for taxes (22,958,660)       (142,636)    (23,104,240)
                                  ----------      ----------      ----------

 Loss before taxes               (22,958,660)       (142,636)    (23,104,240)
 Provision for taxes                   2,500              --           2,500
                                  ----------      ----------     ----------

 Net Loss                       $(22,961,160)    $  (142,636)  $ (23,106,740)
                                 ===========       =========     ===========



 Loss Per Share                      $ (0.16)        $ (0.00)       $ (0.25)
                                     =======          ======         ======

 Weighted Average Number
   of Shares Outstanding         147,960,402      69,535,031      92,262,188
                                 ===========      ==========      ==========


                     See notes to the financial statements.




                           e-Smart Technologies, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                                                   July 15, 1997
                                                                   (Inception of
                                                                    Development
                                                                       Stage)
                                                                         to
                                                                    December 31,
                                              2002           2001       2002
                                           -----------  ----------- -----------
 Cash Flows From Operating Activities
   Net Loss                               $(22,961,160) $(142,636) $(23,106,740)
   Adjustments to reconcile net loss to
   net cash used in operating activities:
   Issuance of stock options for services   21,476,000         --    21,476,000
   Issuance of stock for services               85,594    135,656       224,826
   Amortization expense                          6,430      6,430        12,860
   Changes in Assets and Liabilities:
   Increase in due from related party          (40,000)        --       (40,000)
   Increase in accounts payable                230,395         --       230,395
   Increase in accrued expenses                 14,603         --        14,603
                                            ----------     ------    -----------

 Net Cash Used in Operating Activities      (1,188,138)      (550)   (1,188,056)
                                            ----------     ------    -----------

 Cash Flows From Financing Activities
   Proceeds from stock issuances             1,039,125         --     1,039,125
   Proceeds from borrowings                    150,000         --       150,000
                                            ----------     ------    ----------

 Net Cash Provided by Financing Activities
                                             1,189,125         --     1,189,125
                                            ----------    -------    ----------


 Net Increase (decrease) in Cash                   987       (550)        1,069
 Cash at Beginning of Period                        82        632            --
                                            ----------   --------    ----------

 Cash at End of Period                     $     1,069  $      82   $     1,069
                                            ==========   ========     =========

 Supplemental Disclosures of Cash
 Flow Information
     Cash paid during the year for:
        Interest                           $    12,101  $      --   $    12,101
                                            ==========   ========    ==========
        Income taxes                       $     2,500  $      --   $     2,500
                                            ==========   ========    ==========

 Supplemental Schedule of Non-Cash
 Investing Activities
    Issuance of stock for license          $        --  $  70,000   $   128,600
                                            ==========   ========    ==========




                     See notes to the financial statements.




                           e-Smart Technologies, Inc.
                          (A Development Stage Company)
                 Statement of Shareholders' Equity (Deficiency)



                                             Common Stock             Additional
                                                                       Paid-In
                                        Shares          Amount         Capital
                                     -----------     ----------     ------------

Balance, January 1, 2001              59,101,000       $59,101         $ 3,075
Issuance of shares for cash                   --            --              --
Issuance of shares for services       16,016,200        16,016         119,640
Issuance of shares for licensed
technology                            70,000,000        70,000              --
Net income (loss)                             --            --              --
                                      ----------      --------      ----------


Balance, December 31, 2001           145,117,200       145,117         122,715

Issuance of shares for cash            7,903,967         7,904       1,031,221
Issuance of shares for services
                                         750,826           751          84,843
Issuance of stock options for
services                                      --            --      21,476,000
Net income (loss)                             --            --              --
                                      ----------       -------      ----------

Balance, December 31, 2002           153,771,993      $153,772     $22,714,779
                                     ===========      ========     ===========





                           e-Smart Technologies, Inc.
                          (A Development Stage Company)
                 Statement of Shareholders' Equity (Deficiency)



                                              Retained
                                              Earnings
                                              (Deficit)            Total
                                             ---------            -------

Balance, January 1, 2001                     $ (2,944)          $  59,232
Issuance of shares for cash                        --                  --
Issuance of shares for services                    --             135,656
Issuance of shares for licensed
technology                                         --              70,000
Net income (loss)                            (142,636)           (142,636)
                                            ---------           ---------

Balance, December 31, 2001                   (145,580)            122,252

Issuance of shares for cash                        --           1,039,125
Issuance of shares for services                    --              85,594
Issuance of stock options for services             --          21,476,000
Net income (loss)                         (22,961,160)        (22,961,160)
                                          -----------          ----------


Balance, December 31, 2002               $(23,106,740)       $   (238,189)
                                          ===========          ==========



                     See notes to the financial statements.



                           e-Smart Technologies, Inc.
                          (A Development Stage Company)
                        Notes to the Financial Statements

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Organization.  e-Smart Technologies,  Inc. (the Company) is a Delaware
corporation organized in July 1997 under the name of Boppers Holdings,  Inc. The
Company changed its name to e-Smart Technologies, Inc. on October 20, 2000.

The Company is a development stage company engaged in the business of developing
proprietary  systems that can  positively  authenticate  end users of the system
while protecting  information  residing therein. The Company is devoting most of
its efforts to raising  capital and  research  and  development  of its licensed
Smart Card technology.

Use of Estimates.  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported  amounts of revenues and expenses during the period.
Actual results could differ from those estimates.

Net Loss Per  Share.  Loss per  share,  in  accordance  with the  provisions  of
Financial  Accounting Standards Board No. 128, "Earnings Per share", is computed
by  dividing  the net loss by the  weighted  average  number  of  common  shares
outstanding during the period.  Any common stock equivalents  outstanding during
the period would have had an anti-dilutive effect.

Research and Development  Costs.  Research and development  costs are charged to
operations  as incurred  and  amounted  to  $310,000  and $-0- in 2002 and 2001,
respectively.

License Costs. The Company  licenses the Smart Card  technology.  The technology
was  purchased  for an aggregate  of  128,600,000  common  shares of the Company
valued at $0.001 per share or $128,600 as the total  agreed upon  consideration.
The cost of the  license  is being  amortized  over its  twenty  year  term on a
straight line basis.

Securities  Issued for  Services.  The  Company  accounts  for stock  issued for
services under the intrinsic  value method.  For stock issued for services,  the
fair market value of the company's  stock on the date of stock issuance is used.
The Company has adopted  Statement of Financial  Accounting  Standard (SFAS) No.
123,  "Accounting  for  Stock-Based   Compensation".   The  statement  generally
suggests,  but does not require,  stock-based  compensation  transactions  to be
accounted for based on the fair value of the services rendered or the fair value
of the  equity  instruments  issued,  whichever  is  more  reliably  measurable.
Securities  issued for services to a related  party  amounted to 750,826 in 2002
and 16,016,200 in 2001. The underlying  fair value of the common shares amounted
to $0.114 and $0.009 per share, respectively.

Income  Taxes.  In  accordance  with  the  provisions  of  Financial  Accounting
Standards No. 109,  "Accounting  for Income  Taxes"  ("SFAS No. 109"),  deferred
taxes are  recognized  for  operating  loses that are available to offset future
taxable income.  Valuation  allowances are established  when necessary to reduce
deferred tax assets to the amount expected to be realized.  The Company incurred
net  operating  losses  for   financial-reporting  and  tax-reporting  purposes.
Accordingly,  the  benefit  from  income  taxes has been  offset by a  valuation
allowance against the related deferred tax asset.

2. CONCENTRATIONS OF CREDIT RISK

The Company maintains cash balances in financial  institutions which are insured
by the Federal Deposit Insurance  Corporation up to $100,000.  Balances in these
accounts may, at times, exceed the federally insured limits.

3. LICENSES

The Company has licensed the exclusive  manufacturing  and  marketing  rights to
certain  Smart Card  technology  from  Intermarket  Ventures,  Inc. The licensed
territory  includes  North America and the Pacific Rim for a period of 20 years.
The acquisition  cost of the licensed  territory,  128,600,000  common shares at
$.001 par value, is being amortized over the term of the agreement.

Amortization expense for the years ended 2002 and 2001 was $6,430 for each year.
Over the next five  years  amortization  expense is  estimated  to be $6,430 per
year.

4. NOTES PAYABLE

Notes payable consist of the following:
                                                     2002          2001
                                                     ----          ----

  Unsecured obligations bearing interest
  at 20% due January 31, 2004                  $  150,000        $   --
                                                =========        ======


5. ACCRUED EXPENSES

    Accrued expenses are as follows:
                                                     2002          2001

                          Interest             $   12,103       $    --
                          Franchise taxes           2,500            --
                                                 --------         -----
                            Total              $   14,603       $    --
                                                 ========         =====

6. INCOME TAXES

The Company's total deferred tax asset and valuation allowance are as follows at
December 31, 2002:


                                                     2002          2001

               Total deferred tax asset, current  $ 593,000     $    --
               Less valuation allowance           ( 593,000)         --
                                                   --------      ------

               Net deferred tax assets, current   $      --     $    --
                                                   ========      ======

The differences between income tax benefits in the financial  statements and the
tax benefit computed at the U.S.  Federal  statutory rate of 34% at December 31,
2002 are as follows:


                                                      2002          2001
                                                      ----          ----

                Tax benefit                             34%          -0-%
                Valuation allowance                    (34)          -0-
                                                   --------      -------
                Effective tax rate                     -0-%          -0-%
                                                   ========      =======

At December 31, 2002,  the Company has  available  $4,000,000  of net  operating
losses  to carry  forward  which may be used to reduce  future  federal  taxable
income and expire December 31, 2023.

7. COMMON STOCK

At December 31, 2002, of the Company's 300,000,000  authorized shares, $.001 par
value,  there were  153,771,993  shares  outstanding  and  options  to  purchase
59,000,000  shares  at an  exercise  price of $.41  pursuant  to the 2001  Plan.
Additionally,  there were warrants outstanding to purchase 820,000 common shares
at $1.00 expiring through February 2006.

A summary of the stock option activity for the years ended December 31, 2002 and
2001 pursuant to the terms of both plans is set forth below:


                                                  Number of    Weighted Average
                                                   Options      Exercise Price
    Options in thousands:
    Options outstanding January 1, 2001
        Granted                                        -       $      -
        Exercised                                      -              -
        Expired                                        -              -
                                                 -------        -------
    Options outstanding at January 1, 2002             -              -
        Granted                                   59,000           0.41
        Exercised                                      -              -
        Expired                                        -              -
                                                 -------        -------
    Options outstanding December 31, 2002         59,000       $   0.41
                                                 =======        =======

The fair value of the options  granted in 2002 was  $34,170,000.  The fair value
was determined as of the date of the grant using the Black-Scholes  stock option
pricing model, based on the following assumptions: annual expected return of 0%,
annual volatility of 194.1%, and a risk-free interest rate of 3.6%.

The per share fair value of stock options granted during 2002 was $0.36. The per
share contractual remaining life of the options outstanding at December 31, 2002
was 5 years.

8. RELATED PARTY TRANSACTIONS

The Company receives  research,  development and  technological  support from an
entity that is controlled by the Company's majority shareholder. Amounts paid by
the Company for such services amounted to $310,000 in 2002 and $-0- in 2001.

The Company  receives  administrative  support  services  from an entity that is
indirectly  controlled by the Company's majority  shareholder.  Amounts paid for
such services  amounted to $120,000 in 2002 and $120,000 in 2001.  Additionally,
the Company  was due $40,000 and $-0- from this entity at December  31, 2002 and
2001, respectively.

9. DEPENDENCE UPON CONTROL PERSONS

Intermarket  Ventures,  Inc.  and  its  majority-owned   subsidiary,  IVI  Smart
Technologies,  Inc.  ("Intermarket")  collectively  own  77%  of  the  Company's
outstanding  common  shares.  Accordingly,  Intermarket  is  in  a  position  to
materially  influence the  direction of the Company,  its efforts in raising the
additional  capital  critical to its  success,  and the  strategies  employed in
commercialization of the licensed technology,  assuming the Company's mission is
ultimately successful.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash,  related party receivable,  accrued expenses and notes payable are subject
to fair value adjustments.

The carrying amount  approximates  fair value because of the short term maturity
of these instruments.

Limitations

Fair value  estimates  are made at a specific  point in time,  based on relevant
information and information about the financial instrument.  These estimates are
subjective  in nature and  involve  uncertainties  and  matters  of  significant
judgment  and  therefore  cannot  be  determined  with  precision.   Changes  in
assumptions could significantly affect the estimates.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

On October 12,  2001,  and as reported in our Form 8-K Current  Report  filed on
October 23, 2001,  we engaged  Bloom & Co., LLP,  independent  certified  public
accountants  ("Bloom & Co."), as our independent  certified  public  accountants
commencing with the audit of our financial  statements for the fiscal year ended
December 31, 2000. Notwithstanding this engagement,  Bloom & Co. never commenced
any work on our behalf. Accordingly, and as previously disclosed in this Report,
we have not filed  audited  financial  statements  since our  audited  financial
statements for the period  January 1, 1999  (inception) to December 31, 1999, as
prepared by G. Brad Beckstead, independent certified public accountant.

Bloom & Co.,  never  prepared  any  auditor's  report with respect to any of our
financial  statements.  In  addition,  and to the best of  present  management's
knowledge and belief, during our two most recent fiscal years and the subsequent
interim periods preceding the change there has been no disagreements  with Bloom
& Co., on any matter of accounting principles or practices,  financial statement
disclosure,  or auditing scope or procedures.  Similarly, we and Bloom & Co. did
not  have  substantive  discussions  regarding  the  application  of  accounting
principles to specified  transactions,  either complete or proposed, or the type
of audit opinion that might be rendered on our financial statements.

On  November  30,  2003,  we engaged  Rosenberg  Rich Baker  Berman & Company of
Bridgewater,  New Jersey as our  independent  certified  public  accountants  to
examine our  financial  statements  for the two fiscal years ended  December 31,
2003.  These  financial  statements  were filed on March 30, 2004, with our Form
10-KSB Annual Report for the two fiscal years ended December 31, 2003.

The  change  of  accountants  referenced  herein  was  approved  by our Board of
Directors and a majority of our stockholders.

ITEM 8-A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period  covered by this Annual Report on Form 10-KSB,  Mary
A. Grace, our principal  executive  officer and our principal  financial officer
carried out an  evaluation of the  effectiveness  of the design and operation of
our  disclosure  controls  and  procedures  (as defined in Rules  13a-15(e)  and
15d-15(e)  under the Exchange  Act).  Ms. Grace  concluded  that our  disclosure
controls and procedures,  which were completely  inadequate only months ago, had
begun to show signs of substantial improvement. Ms. Grace further concluded that
within one additional  operating quarter, our disclosure controls and procedures
are  expected to be  effective:  (i) in timely  alerting the Company to material
information  required to be included in our periodic  SEC  reports;  and (ii) to
ensure that information required to be disclosed by us in reports that we intend
to file or submit under the Exchange Act are recorded, processed, summarized and
reported within the time periods  specified in SEC rules and forms. It should be
noted that the design of any system of  controls  is based in part upon  certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions, regardless of how remote.

Changes in Internal Controls

We made no  significant  changes in our evolving  internal  controls or in other
factors that could significantly  affect these controls including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses,
subsequent  to the  date  of the  evaluation  of  those  controls  by our  Chief
Executive and Chief Financial Officer.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Executive Officers

The following table sets forth:  (1) names and ages of all persons who presently
are and who have been selected as our  directors;  (2) all positions and offices
with us held by each such person; (3) the term or office of each person named as
a director; and (4) any period during which he or she has served as such:


                        Duration and Date
                         of Expiration        Position & Office      Age and
  Name                   of Present Term       with the Company   Director Since
  ----                ------------------       ----------------   --------------
Mary A. Grace               One year             President,
                                           Chief Executive Officer,    58
                            11/30/03       Chief Financial Officer
                                                 and Director          3/01

Tamio Saito                 One year       Chief Technical Officer     55
                                                  and Director         10/03
                             11/30/03
Terry N. Christensen        One year             Director              61
                                                                      7/01
                             11/30/03
F. Bo Zarnegin              One year             Director              42
                                                                      3/01
                             11/30/03
David C. Williams           One year             Director              53
                                                                      3/01
                             11/30/03

There is no  understanding  or  arrangement  between any  directors or any other
person or persons pursuant to which such  individual,  was or is to be, selected
as one of our directors or as a nominee.

Employment Agreements

We have not  entered  into any  written  employment  agreements  with any of our
executive  officers  except Mary A. Grace,  with whom we executed a Compensation
Settlement  Agreement on November 15, 2003.  Additional  information  concerning
this agreement is set forth herein under the caption Certain  Relationships  and
Related Transactions.

Business Experience

The following is a brief account of the  experience of each of our directors and
executive officers:

Mary A.  Grace has been one of our  directors  since  March  2001,  and has also
served as our President,  Chief Executive  Officer and Chief  Financial  Officer
since that date.  Between  October 2000 and April 2001,  Ms. Grace has served in
the same  capacities  for IVI  -Smart  Technologies,  Inc.,  a  privately  owned
Delaware corporation and our parent. Between December 1997 and the current date,
Ms.  Grace  served  as  Chairman,  President  and  Chief  Executive  Officer  of
Intermarket  Ventures,  Inc., a publicly  owned Utah  corporation  and parent of
IVI-Smart  Technologies,  Inc. From July 1996, until its acquisition in November
1996,  Ms. Grace served as the founder and a director of China Hi Tech  American
Telecommunications    Ltd.,    a    corporation    engaged   in    international
telecommunications. Between 1995 and 1996, Ms. Grace was one of the founders and
an  executive  officer  of  Asia  American  Tele-Communications  Corporation,  a
corporation engaged in telephony infrastructure  development in Sichuan Province
of the Peoples  Republic of China.  This  company  was sold to  Metromedia  Asia
Corporation,  a subsidiary of  Metromedia  International  Group,  Inc., in 1997.
Between 1993 and 1995,  Ms.  Grace was a founding  partner and director of Asian
Infrastructure   Development   Co.,  Ltd.  and  Solution   Technologies,   Ltd.,
corporations that became engaged in  infrastructure  development in the People's
Republic of China.

David C. Williams has been one of our directors since March 2001. Mr.  Williams,
has been a practicing  attorney since 1976. From 1976 until 1979 he was employed
by the US Department of the Treasury. Subsequently he was engaged in the private
practice of law in the state of New York with an emphasis on various  aspects of
international  commercial  transactions and international  business  operations.
From 1988 through 2001, Mr. Williams was a founding and managing  partner of the
law firm,  Neville,  Petersen &  Williams,  a New York law firm  specialized  in
international  transactions.  He has  substantial  knowledge of U.S. and foreign
import  and  export  controls  and  requirements.  He has  assisted  clients  in
establishing  foreign  operations in various  industries  including the textile,
apparel, automotive, telecommunication,  electronic and retailing industries. He
has personally  negotiated  joint venture  agreements with foreign  partners and
structured   domestic  and  foreign   operations  to  comply  with  governmental
requirements and to minimize taxes and duties. He has substantial  experience in
all  aspects  of  international  commercial  transactions  including  logistics,
finance and intellectual  property rights.  Mr. Williams  received a Bachelor of
Arts degree from Union  College in 1973,  and a Juris Doctor  degree from Albany
Law School, Union University School of Law in 1976.

Tamio Saito became a member of our Board of Directors in October 2003,  and will
serve only until the election of the next director to our board.  Mr. Saito also
served and continues to serve as our Chief Technical  Officer,  since inception.
Mr.  Saito  is also the  Chief  Technical  Officer  of our  parent,  Intermarket
Ventures,  Inc.,  and its  affiliates.  Mr.  Saito joined the group with over 21
years of experience at Toshiba where he served in various  positions,  including
Marketing  Manager  in the  Semiconductor  Division,  Group  Leader  and  Senior
Research  Scientist in the R&D Center as well as Manager of  Technology  for the
Computer  Division.  Mr. Saito was the leading inventor at Toshiba with over 400
inventions  and 50 US  patents.  Mr.  Saito's  inventions  include,  among other
things: the Smart Card, the Thermal Printer, the 3-D Display, the 5th generation
CT Scanner, the 3-D CT Scanner,  the Image Sensor,  Amorphous Silicon TFT/Sensor
devices,  Poly-Silicon  TFT  devices,  the Digital  Camera,  Ti etching,  Plasma
Deposition Equipment,  Switching Regulator, and Liquid Cooling System. Mr. Saito
pioneered   Sub-Nano-Second   Signal   Propagation,    reflection   theory   and
Fractal-Entropy  interconnection theory in MPU, Memory, PCB and computers and he
performed groundbreaking R&D work in high-end supercomputer technology including
high speed  circuitry  analysis and Gallium  Arsenic  cross talk analysis and in
semiconductor  R&D work including  simultaneous  noise  analysis.  Mr. Saito has
published over 50 papers at IEEE and other conferences and has published over 24
industrial  professional  books.  Mr.  Saito has a degree in Physics from Tohoku
University in Japan.

Terry N.  Christensen  has been one of our  directors  since July 2001. In 1969,
Christensen joined the Los Angeles law firm, Wyman, Bautzer,  Finell,  Rothman &
Kuchel, as an associate.  In 1971,  Christensen  became a partner and during the
period,  1985-1986,  Christensen  served as the managing partner of the firm. In
1987,  Christensen  left the law firm and became  President of Kirk  Kerkorian's
wholly owned company, Tracinda Corporation. Tracinda owned the majority interest
in MGM/UA  Communications and while Christensen was President,  Tracinda entered
into a number of  transactions  including the formation of MGM Grand Air and the
planning and  formation  of the new MGM Grand,  Inc. In May,  1988,  Christensen
formed the law firm, now known as Christensen,  Miller,  Fink,  Jacobs,  Glaser,
Weil &  Shapiro,  LLP.  Starting  with 14  attorneys,  the firm has grown to 120
attorneys  with  departments  in all areas  normally  associated  with a general
business  practice.  Christensen has been managing partner of the firm since its
inception.  Christensen's  other  activities  include  serving  on the  board of
directors of four public companies,  including Mr. Kerkorian's MGM Mirage,  Inc.
Christensen  received his Bachelor of Arts Degree,  with honors,  from  Stanford
University in 1962 and his Juris  Doctorate from the University of California in
1965. At USC, he served on the Law Review and graduated Order of the Coif. After
law school,  Christensen went on active duty in the Marine Corps. He rose to the
rank of Captain and served  primarily in the Judge  Advocate  General Corps with
the Fifth Marine Division.

F. Bo Zarnegin has been one of our directors  since March of 2001. Mr.  Zarnegin
began his career as a real  estate  developer  in West Los  Angeles  and Beverly
Hills.  Over  time,  Mr.  Zarnegin  was  able to  acquire  parcels  of land  and
functionally obsolete properties and turn them into lucrative investments. Among
his many accomplishments,  Mr. Zarnegin together with his family,  developed and
own the Peninsula  Hotel in Beverly  Hills,  one of fewer than a handful of Five
Star, Five Diamond Hotels in the United States.

Directorships

Except as  disclosed,  each of our  directors has indicated to us that he is not
presently a director in any other company with a class of securities  registered
pursuant to Section 12 of the  Exchange  Act or subject to the  requirements  of
Section  15(d)  of such  act or any  investment  company  registered  under  the
Investment Company Act of 1940.

Certain Significant Employees

We do not presently  employ any person as a  significant  employee who is not an
executive   officer  but  who  makes  or  is  expected  to  make  a  significant
contribution to our business.  Notwithstanding  the foregoing,  Mr. Wayne Drizin
and Mr.  Takashi Aida,  both of whom are  consultants  to our Company,  have and
continue to make a  significant  contributions  to our  business,  especially in
connection  with the  developments  that have taken place since the end of 2003.
The  following is brief  account of the  experience  of Mr. Drizin and Mr. Aida.
Additional  information  concerning our business relationship with Mr. Drizin is
set forth under Item 12. Certain Relationships and Related Transactions.

Wayne  Drizin.  In  December  1996,  IVI,  the parent of IVI Smart,  our parent,
entered into a five year business,  marketing,  technology and corporate finance
consulting  and  advisory   agreement  with  Emerald  Sea  Investments  S.A.,  a
non-affiliated  corporation,  that provides,  among other terms, that Mr. Drizin
perform  various  services to IVI.  Since that time,  Mr. Drizin has served in a
number of different  capacities  for IVI and its  affiliates  and  subsidiaries,
including but not limited to, Head of Business  Development,  Chief  Negotiator,
System  Architect  and Chief  Representative.  In  addition,  Mr.  Drizin is the
co-inventor of the Super Smart Card(TM)  technology and the principal creator of
the  BVS2(TM)  platform  and  related  applications.  This  agreement  has  been
transferred to Mr. Drizin and extended for an additional five years and now runs
through  2006.  Prior  thereto  since  1990,  Mr.  Drizin  has  been a  business
consultant  providing  advice and  relationships on a worldwide basis to diverse
companies seeking technical, financial, structuring and business advice across a
broad range of  industries,  including  but not  limited to  telecommunications,
manufacturing,  power generation and finance.  In 1996, Mr. Drizin was a founder
of  Telpac  International,   Ltd.,  then,  an  international  telecommunications
company.  In 1982,  Mr.  Drizin was one of the  founders of Welfin S.A., a Swiss
based,  merchant bank,  specialized in the without recourse financing of exports
on a global basis. Mr. Drizin served as Welfin's  managing  director until 1990.
While with Welfin S.A., Mr. Drizin expanded its business  activities from merely
financing to include shipping and trading (physical  commodities).  By combining
these three  enterprises  under one umbrella and operating them as an integrated
business,  Mr.  Drizin  caused  Welfin  S.A.  to  rapidly  grow  into  a  highly
profitable,   multinational   organization  that  maintained   offices  in  nine
countries.  In 1988,  Mr.  Drizin  orchestrated  the sale of  Welfin  S.A.  to a
Swiss-based  multi-national banking group indirectly wholly owned by the Chalabi
Family  including  Mr. Ahmed Chalabi (a prominent  member of the Iraqi  National
Congress).

In September of 2000, the U.S. Attorney's Office in Phoenix, Arizona charged Mr.
Drizin  with  six  counts  of  wire  fraud  in  connection  with  certain  share
transactions  involving the predecessors of IVI that allegedly took place during
1996 and 1997. In October 2003,  and after a trial by jury, Mr. Drizin was found
not guilty of four counts and found  guilty of two counts of wire  fraud.  Legal
counsel  for Mr.  Drizin is filing an appeal  and  advised  us that based on his
review  of the  government's  case  and the  evidence  presented  at  trial,  he
anticipates that the conviction will be reversed.

Takashi Aida has been employed by our  affiliate,  Big Bang  Technologies,  Inc.
("BBT"), since 2000. Prior to that since 1990, Mr. Aida was employed by a number
of companies in Japan including such firms as Nikon Computer Control and Hitachi
Software Development Co. Ltd. In the course of his employment with BBT, Mr. Aida
was assigned to the e-Smart  Technologies,  Inc. project as a software designer.
Mr. Aida is a co-inventor of the Company's  technology,  having made a number of
inventions  that have been  incorporated  into the Super Smart  Card(TM) and the
BVS2(TM) platform and for which the Company has patents pending.

Advisory Board

We have  formed  an  advisory  board to aid,  assist  and  advise  our  Board of
Directors  regarding the smart card industry,  technological  developments,  and
related matters.  The committee is currently made up of four members.  No member
of the Advisory Board is presently receiving any monetary  compensation from us.
However, and as indicated herein under Item 10, Executive Compensation,  we have
granted  options to members of the Advisory Board under the 2003 Long Term Plan.
The  following  is a brief  summary  of the  experience  of the  members  of the
Advisory Board.

Thomas J. Volpe is our Advisory  Board  Chairman.  Mr. Volpe until  recently was
Senior  Vice  President,  Financial  Operations,  of The  Interpublic  Group  of
Companies, Inc., Vice President and Treasurer of Colgate-Palmolive Company and a
Principal  of  Deloitte,  Haskins  &  Sells.  At  Interpublic,   Mr.  Volpe  was
responsible for the worldwide  treasury  management of this $7 billion  company,
including financial analysis,  budgeting,  approval of all investments,  and the
financing  of  mergers  and  acquisitions   worldwide.  He  performed  corporate
controller functions,  and conducted  comprehensive strategic analyses and plans
for the successful  integration of acquired  companies into the parent  company.
Mr. Volpe was in charge of  Interpublic's  global  enterprise  Y2K security risk
analysis,  as well as the  implementation  and  coordination of the Y2K security
protection needed throughout the company's  operations in 160 countries.  During
his tenure at Colgate,  Mr. Volpe  forged  domestic  and  international  banking
relationships,  negotiated  unique  global  credit and  financing  arrangements,
supervised an investment portfolio of $500 million, restructured $750 million of
pension assets, and designed an international risk program  constituting captive
insurance operations including safety, security and loss prevention.

Eugene P. Beard recently  retired as Vice Chairman,  Finance and Operations,  of
The Interpublic Group of Companies,  Inc., a worldwide advertising and marketing
communications  group with 400 offices in 120 countries,  over 50,000  employees
and revenues of more than $6 billion.  A former  Interpublic Group board member,
and Chairman of its Finance  Committee,  Mr. Beard's  retirement is effective at
the end of 2003.  Mr.  Beard  also  serves on the boards of  directors  of Brown
Brothers  Harriman;  Bessemer  Trust  Company;  Mattel & Company  and the Mattel
Foundation;  as well as MARC USA. As a member of the Advisory Council for Ethics
and the Professions at Harvard's John F. Kennedy School of Government, Mr. Beard
established the Beard Graduate and Faculty Fellowship programs for Ethics in the
Professions.  He also  founded  the Beard  Center for  Leadership  and Ethics in
Business at Pittsburgh's Duquesne University.  Mr. Beard has been featured as an
expert  commentator and profiled in a number of media outlets,  including Global
Finance's  CFO  Superstars,   Investor  Relations,  Treasury  Magazine,  Forbes,
Corporate Finance, Institutional Investor and BusinessWeek. He has also appeared
on CNBC News and PBS's Nightly Business Report.

Ronald E.  Blaylock is the  founder,  Chairman  and Chief  Executive  Officer of
Blaylock & Partners,  L.P, a New York City based financial service firm offering
institutions  expertise in equity sales and trading,  asset  management,  equity
research,  fixed income sales and trading, and investment banking. The firm also
has offices in San Francisco,  Austin,  Chicago and Atlanta.  Mr. Blaylock,  who
earned his MBA at the New York University Stern School of Business,  held senior
management  positions  with Paine Webber Group and  CitiGroup  before  launching
Blaylock & Partners in 1993. In his 20-year career on Wall Street,  Mr. Blaylock
has  worked  with  a  diverse  range  of  corporate  clients  and  institutional
investors. As CEO of Blaylock & Partners, his leadership resulted in a number of
unique industry  achievements  including  being listed as the Corporate  Capital
Raiser  of the  Year by  Corporate  Finance  Magazine  in 1999.  In 2003,  Black
Enterprise Magazine listed the firm in the top women/minority  investment banks.
In addition,  the firm was ranked among the top 20  investment  banking firms in
the United  States for  underwriting  investment  grade debt for 1999,  2000 and
2001.  Blaylock also has a strong  presence in the equity  markets having been a
co-manager  of the four largest U.S.  IPOs to date.  Blaylock & Partners is also
well  regarded for its  experience  and highly  ranked  research  analysts.  Mr.
Blaylock  earned his BS at  Georgetown  University  where he was a member of the
first NCAA Final Four  basketball  team. He serves on the Board for the National
Association of Basketball  Coaches,  the New York University  Board of Trustees,
and serves on the board of the American  General Life  Insurance  Company of New
York, Radio One, and W.R. Berkley.  His other charitable board work includes the
American Ballet Theatre, the Inner-City Scholarship Fund, and Prep for Prep.

Elliot  H.  Cole is a  senior  partner  with  the  firm  of  Patton  Boggs,  LLP
(Washington,  DC), Mr. Cole has practiced  corporate law in the nation's capitol
for over 40 years,  more than 30 of those  years as a partner  at Patton  Boggs.
Patton  Boggs,  through  nearly four  decades of  practice,  has  established  a
reputation for cutting-edge advocacy by working closely with the US Congress and
regulatory agencies in Washington.  Patton Boggs, for example,  has participated
in the  formation of every major  multilateral  trade  agreement  considered  by
Congress.  The firm is a leader  in  merging  public  policy  expertise  getting
results in both Washington and throughout the world. The firm is led by partners
with extensive  backgrounds  in government  service and with strong ties to both
major  political  parties in order to be effective on Capitol Hill. In addition,
Mr. Cole's expertise includes the representation of early-stage companies.  As a
counselor of start-ups through mezzanine and later-stage  financing,  he assists
with bringing  along to maturity  companies in a wide range of  businesses.  His
broad-based  contacts with  financiers and investors  have provided  capital and
management  assistance  to a number of firm's  clients over the years.  Mr. Cole
serves on the boards of numerous business,  community and social  organizations,
and has been a trustee of his alma mater, Boston University, for over 20 years.

John  J.  DeLucca  is  currently  Executive  Vice  President  and CFO or the REL
Consultancy Group, a private international  consulting company.  Previously,  he
served as Executive Vice President, Finance and Administration,  and CFO of Coty
Inc.,  where  he was  responsible  for all  global  finance  and  administration
operations, including accounting, strategic planning, corporate development, all
treasury, audit and control functions, legal information technology systems, tax
and administration.  Prior to that he served as RJR Nabisco,  Inc.'s Senior Vice
President and Treasurer where he was  responsible for all corporate  finance and
treasury  activities,  including  capital markets,  banking,  derivatives/swaps,
foreign exchange, risk management,  pension fund management and cash management.
Prior  thereto,  he served as Managing  Director and CFO of Hascoe & Associates,
President and CFO of the Lexington Group and Sr. VP, Finance & Managing Director
of The Trump  Group.  Mr.  DeLucca  is a member of the boards of  directors  and
serves as Chairman  of the Audit  Committees  of the  Company,  Horizon  Natural
Resources  and ITC Deltacom.  He is also  currently on the board of directors of
Enzo Biochem,  Inc and formerly a member of the boards of directors and Chairman
of the Audit  Committee of Edison  Controls  Corporation.  Former  directorships
include Kash n Karry (sold to Food Lion); Nature's Food Centers (sold to General
Nutrition Centers); Emperor Clock Company; and RKO Century Warner Theaters (sold
to Cinema  Odeon).  Mr. DeLucca is active as a guest  speaker/lecturer  for many
financial institutions, including Merrill Lynch, Bank of America, Deutsche Bank,
Sumitomo Bank, Ltd., Banque Paribas,  Canadian  Imperial Bank of Commerce,  Pace
University, Standard & Poor's and NYU Stern School of Business.

Family Relationships

No family relationship exists between any of our directors or executive offices.

Involvement in Certain Legal Proceedings

Except as indicated above, no event listed in Sub-paragraphs  (1) through (4) of
Subparagraph (d) of Item 401 of Regulation S-B, has occurred with respect to any
of our present  executive  officers  or  directors  or any nominee for  director
during the past five years which is material to an  evaluation of the ability or
integrity of such director or officer.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act, as amended,  requires our executive  officers
and  directors  and persons who own more than 10% of a  registered  class of our
equity  securities,  to file  with  the SEC  initial  statements  of  beneficial
ownership,  reports of changes in ownership and annual reports  concerning their
ownership, of common stock and other of our equity securities on Forms 3, 4, and
5, respectively. Executive officers, directors and greater than 10% shareholders
are required by SEC  regulations  to furnish us with copies of all Section 16(a)
reports they file. To the best of our knowledge,  none of our executive officers
or directors has complied with all Section 16(a) filing requirements  applicable
to them during our most recent fiscal year. However,  and in connection with our
program to bring ourselves  current,  each of our directors,  executive officers
and 5%  stockholders  have agreed to make all requisite  Exchange Act filings as
promptly as possible.

Audit Committee Financial Expert

During 2001 and 2002, the Company did not maintain an Audit Committee because we
had an insufficient number of qualified outside directors. Moreover, the Company
had not designated an Audit  Committee  Financial  Expert.  Until the Company is
able to  obtain  directors  and  officer  liability  insurance  for its board of
directors,  it is unlikely that we will be able to attract the qualified persons
necessary to fulfill these  functions.  The Chairman of our advisory board,  Mr.
Thomas Volpe, has already announced that he is ready to join the Company's board
as soon as director and officer liability insurance is obtained.

Code of Ethics

The Company has not yet  adopted a Code of Ethic that  applies to its  principle
executive officer,  principal financial officer, principle accounting officer or
controller, or persons performing similar functions, but intends to do so in the
near future.

ITEM 10. EXECUTIVE COMPENSATION

Aggregate Compensation Covered

During  the  three  fiscal  years  ended   December  31,  2002,   the  aggregate
compensation paid to, accrued or set aside for any of our executive  officers or
directors was $300,000.


                           Summary Compensation Table


                                                Annual Compensation
                                          -----------------------------------
Name and Position               Year           Salary       Bonuses    Other
-----------------               -----      ------------    --------    -----

Mary A. Grace,                  2000      $    --(1)          --        --
President, CEO,                 2001           --(1)          --        --
CFO and Director                2002           --(1)          --        --
Tamio Saito, CTO,               2000           --(2)          --        --
and Director                    2001           --(2)          --        --
                                2002           --(2)          --        --
David Williams,                 2000              --          --        --
Director                        2001              --          --        --
                                2002              --          --        --
Thomas J. Volpe,                2000              --          --        --
Member advisory board           2001              --          --        --
                                2002              --          --        --
Terry N.Christensen,            2000              --          --        --
Director                        2001              --          --        --
                                2002              --          --        --
F. Bo Zarnegin,                 2000              --          --        --
Director                        2001              --          --        --
                                2002              --          --        --
Totals                          2000        --(1)(2)          --        --
                                2001        --(1)(2)          --        --
                                2002     $  --(1)(2)          --        --


                           Summary Compensation Table

                                                Long Term Compensation
                                           ------------------------------------
                                           Awards                 Payments
Name and Position               Year       Stock     Options     LTIP      Other
-----------------               -----      ------    -------     -----     -----

Mary A. Grace,                  2000        --         --          --       --
President, CEO,                 2001        --         --          --       --
CFO and Director                2002        --         --          --       --
Tamio Saito, CTO,               2000        --         --          --       --
and Director                    2001        --         --          --       --
                                2002        --         --          --       --
David Williams,                 2000        --         --          --       --
Director                        2001        --         --          --       --
                                2002        --         --          --       --
Thomas J. Volpe,                2000        --         --          --       --
Member advisory board           2001        --         --          --       --
                                2002        --         --          --       --
Terry N.Christensen,            2000        --         --          --       --
Director                        2001        --         --          --       --
                                2002        --         --          --       --
F. Bo Zarnegin,                 2000        --         --          --       --
Director                        2001        --         --          --       --
                                2002        --         --          --       --
Totals                          2000        --         --          --       --
                                2001        --         --          --       --
                                2002        --         --          --       --


(1) Does not include a settlement of $450,000 referenced in a November 15, 2003,
written  Compensation  Settlement  Agreement with Mary A. Grace,  our President,
Chief Executive Officer and Chief Financial Officer. Pursuant to this agreement,
we agreed to pay Ms. Grace a salary of $250,000 per year  commencing  on January
1, 2004. In  consideration  for Ms. Grace's  releasing us from our obligation to
accrue her former salary of $250,000 per year net of  approximately  $300,000 of
expenses paid on Ms.  Grace's behalf during the period or $750,000 for the three
years  ending  December  31,  2003,  we agreed to pay to Ms.  Grace a  preferred
distribution of 50% of future profits limited to $450,000.  In addition,  and in
consideration  for  our  return  to Ms.  Grace  of  certain  of  her  marketable
securities,   Ms.  Grace  released  us  from  any  prior   obligations  under  a
contemplated agreement to purchase such securities.  Finally, we agreed that the
approximate  $300,000 in expenses we paid on Ms.  Grace's behalf would be deemed
to be a loan and  deductible  only from the  amount she is  entitled  to receive
under the  Compensation  Settlement  Agreement  up to a maximum of $100,000  per
year,  commencing in the first year following the year in which we first receive
sufficient income from operations.

(2) Does not include an aggregate of $-0-,  $-0- and $310,000,  paid to Big Bang
Technologies,  Inc., a  California  corporation  controlled  by and under common
control of Tamio  Saito  ("BBT"),  respectively,  during the fiscal  years ended
December 31, 2000, 2001, and 2002. The payments were made pursuant to a Research
and Development  Services  Agreement  dated May 29, 2003 (the "BBT  Agreement").
Additional  information  concerning  the BBT Agreement is set forth herein under
the caption Certain Relationships and Related Transactions.

Option/SAR Grant Table

On February 13, 2002, our Board of Directors granted 58,500,000 stock options to
our  officers,  directors  and three  consultants.  An aggregate  of  30,000,000
options were granted to officers and directors. The options are exercisable at a
price equal to 100% of the  closing  bid price for our common  stock on February
13,  2002,  or $.41 per share.  Fifty  percent of the options  vested and became
exercisable one year after grant,  thirty percent vested and became  exercisable
two years after grant (i.e.,  after February 12, 2004), and the balance vest and
become  exercisable  after February 12, 2005. The options  granted to Mary Grace
were unanimously approved by Messrs. Saito and Williams; and the options granted
to Tamio Saito were approved by Mary Grace and David Williams.

The following table contains information concerning the options granted by us on
February 13, 2002:


                          Option/SAR Grants During 2002

                       NUMBER OF    % OF TOTAL       EXERCISE
                       SECURITIES    OPTIONS/SARS       OR
                       UNDERLYING     GRANTED TO       BASE
                      OPTIONS/SARS   EMPLOYEES IN     PRICE        EXPIRATION
NAME                   GRANTED       FISCAL YEARS     ($/SJ)          DATE
----                  ----------    -------------   -----------    ----------
Mary A. Grace         19,500,000          33%          $ .41        2/13/07
Tamio Saito           10,500,000          18%          $ .41        2/13/07
Wayne Drizin          24,500,000          42%          $ .41        2/13/07
Roger M. Rosenberg     2,500,000           4%          $ .41        2/13/07
George Sobol           2,000,000           3%          $ .41        2/13/07

We have not granted SARs or any other Awards under the 2002 Plan.

Aggregate Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table

During the two  fiscal  years  ended  December  31,  2002,  no stock  options or
freestanding SAR's were exercised.

Long-Term Incentive Plans - Awards in Last Two Fiscal Years




                                                     Period Until
                                     Number of        Maturation
     Name                             Shares          or Payout
     ----                            ---------       -------------
 Mary A. Grace                      31,575,000         5 Years
 Wayne Drizin                       31,425,000         5 Years
 Tamio Saito                        20,000,000         5 Years
 Three Employees                     1,000,000         5 Years
 Four Advisory Board Members           500,000         5 Years
 Two Attorneys                       1,500,000         5 Years
 Three Consultants                   7,000,000         5 Years
 Media Consultants                      50,000         5 Years




                                         Payouts Under Non-Stock
                                            Price-Based Plans(#)
     Name                            Threshold         Target         Maximum
     ----                           -------------      ------        ---------
 Mary A. Grace                          0                 0              0
 Wayne Drizin                           0                 0              0
 Tamio Saito                            0                 0              0
 Three Employees                        0                 0              0
 Four Advisory Board Members            0                 0              0
 Two Attorneys                          0                 0              0
 Three Consultants                      0                 0              0
 Media Consultants                      0                 0              0

Warrants

During the two fiscal  years ended  December  31,  2003,  we issued  warrants to
purchase an aggregate of 845,120  shares of our common stock at between $.50 and
$1.00 per share. All of the warrants are fully vested and expire on February 10,
2006. No warrants have been exercised or cancelled,  and no warrants were issued
to any of our officers, directors or employees.

Compensation of Directors

On various  dates  between  February  11 and  September  26,  2003,  the Company
verbally  agreed to compensate each of our Advisory Board members at the rate of
$30,000 per year payable in shares of our common  stock.  The exercise  price of
our initial  grants was  arbitrarily  determined  by the  Registrant's  Board of
Directors.  However,  the exercise  price of all future options will be based on
our market value on the date of grant.  Except for the foregoing and pursuant to
the  Compensation  Settlement  Agreement with Mary Grace,  none of our directors
received any compensation pursuant to any standard or other arrangement.

Employment  Contracts  and  Termination  of  Employment,  and  Change in Control
Arrangements

Except for our President, Mary A. Grace, none of our executive officers was
employed pursuant to the terms of an employment agreement with us.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owner

The information is furnished as of December 31, 2003, as to the number of shares
of our Common Stock, $.001 par value per share, owned beneficially,  or known by
us to own beneficially, more than 5% of any class of such security:

   Name and Address                      Amount and Nature          Percentage
   of Beneficial Owner                  of Beneficial Ownership      of Class
   IVI Smart Technologies, Inc.
   7225 Bermuda Road, Suite C
   Las Vegas, Nevada 89119                   128,590,052               77(1)

   Wayne Drizin
   7225 Bermuda Road, Suite C
   Las Vegas, Nevada 89119                   31,575,000(2)             19(2)

   Mary A. Grace
   117 East 57th Street, Apt 24G
   New York, NY 10022                        34,150,000(3)             21(3)

   Tamio Saito
   1810 Old Oakland Road, #F
   San Jose, California 95131                22,500,000(4)             13(4)


(1) Does not include  options  granted to management and the  co-inventor of our
Super Smart Card(TM)  technology to acquire an aggregate of 85,000,000 shares of
our  common  stock  granted on  February  13,  2002 and  December  1,  2003.  As
previously indicated,  an aggregate of 30,000,000 of these options will not vest
or become exercisable until the 20th day after an Information Statement has been
sent to stockholders.

(2) Includes options to acquire an aggregate of 31,425,000  shares of our common
stock  granted  on  February  13,  2002 and  December  1,  2003.  As  previously
indicated,  an aggregate  of 6,925,000 of these  options will not vest or become
exercisable  until the 20th day after an Information  Statement has been sent to
stockholders.

(3) Includes options to acquire an aggregate of 31,575,000  shares of our common
stock  granted  on  February  13,  2002 and  December  1,  2003.  As  previously
indicated,  an aggregate of  12,075,000 of these options will not vest or become
exercisable  until the 20th day after an Information  Statement has been sent to
stockholders.

(4) Includes options to acquire an aggregate of 20,000,000  shares of our common
stock  granted  on  February  13,  2002 and  December  1,  2003.  As  previously
indicated,  an aggregate  of 9,500,000 of these  options will not vest or become
exercisable  until the 20th day after an Information  Statement has been sent to
stockholders.

Security Ownership of Management

The following information is furnished as of December 31, 2003, as to the number
of shares of our Common Stock,  $.001 par value per share owned  beneficially by
each  of our  executive  officers  and  directors  and  by all of our  executive
officers and directors as a group:

                                      Amount and Nature           Percentage
 Name and Address                   of Beneficial Ownership        of Class
 of Beneficial Owner

  Mary A. Grace
  117 East 57th Street, Apt 24G
  New York, NY 10022                         2,675,000(1)           1.5(2)

  Tamio Saito
  1810 Old Oakland
  Road, #F
  San Jose, California 95131                 2,500,000(3)           1.5(3)

  David C. Williams
  8 Brook Lane
  Courtland Manor, NY  10567                   300,000               --
  Terry N. Christensen

  10250 Constellation Blvd.
  19th Floor
  Los Angeles, CA 90076                             --               --

  F. Bo Zarnegin
  9882 S. Santa Monica Blvd.
  Beverly Hills, CA 90211                    1,300,000(4)            --

  All Officers and Directors as
   a Group of five persons                   5,475,000            3(2)(3)(4)


(1) Does not include:  (i) an  aggregate of 1,100,000  shares owned of record by
James Michael Phelan;  or (ii) an aggregate of 1,300,000  shares owned of record
by John Daniel  Phelan,  each adult sons of Mary  Grace,  neither of whom reside
with her; or (iii) an  aggregate  of 200,000  shares owned of record by David N.
Phelan,  Ms.  Grace's  former spouse from whom she has been divorced since 1975.
Ms.  Grace  disclaims  beneficial  ownership  of the shares  owned by her former
husband and her adult children.

(2) Does not include options to acquire an aggregate of 29,000,000 shares of our
common stock  granted on February 13, 2002 and December 1, 2003.  As  previously
indicated,  an aggregate  of 9,500,000 of these  options will not vest or become
exercisable  until the 20th day after an Information  Statement has been sent to
stockholders.

(3) Does not include options to acquire an aggregate of 20,000,000 shares of our
common stock  granted on February 13, 2002 and December 1, 2003.  As  previously
indicated,  an aggregate  of 9,500,000 of these  options will not vest or become
exercisable  until the 20th day after an Information  Statement has been sent to
stockholders.

(4) Comprised of shares owned of record by the F. Bo Zarnegin  Family Trust,  of
which Mr. Zarnegin  serves as the Trustee.  Mr.  Zarnegin  disclaims  beneficial
ownership of the shares owned by the F. Bo Zarnegin  Family  Trust.  A person is
deemed to be the beneficial  owner of securities  that can be acquired by such a
person within 60 days from Record Date,  upon  exercise of options,  warrants or
convertible   securities.   Each  beneficial  owner's  percentage  ownership  is
determined by assuming that options,  warrants and  convertible  securities that
are held by such a person  (but not  those  held by any  other  person)  and are
exercisable within 60 days from that date have been exercised.  Unless otherwise
noted,  we believe  that all  persons  named in the table  have sole  voting and
investment   power  with  respect  to  all  shares  of  our  voting   securities
beneficially owned by them.

Wayne Drizin,  the  co-inventor  of our Super Smart  Card(TM)  technology,  is a
consultant  and  not a  member  of  our  management  team.  Notwithstanding  the
foregoing, the following is information concerning Mr. Drizin's equity ownership
in our Company:

 Name and Address                  Amount and Nature          Percentage
 of Beneficial Owner            of Beneficial Ownership        of Class
 -------------------            -----------------------       ----------
  Wayne Drizin
  7225 Bermuda Road, Suite C
  Las Vegas, Nevada 89119             150,000(1)                 --(1)

(1) Does not include options to acquire an aggregate of 31,425,000 shares of our
common stock  granted on February 13, 2002 and December 1, 2003.  As  previously
indicated,  an aggregate  of 6,925,000 of these  options will not vest or become
exercisable  until the 20th day after an Information  Statement has been sent to
stockholders.

Changes in Control

There have been no changes in control of the Company  during the two years ended
December 31, 2002.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2002, with respect
to compensation plans (including  individual  compensation  arrangements)  under
which our common stock is authorized  for issuance,  aggregated as follows:  (i)
all compensation  plans previously  approved by security  holders;  and (ii) all
compensation plans not previously approved by security holders.

                      Equity Compensation Plan Information
                                                                 SECURITIES
                                                            REMAINING AVAILABLE
                                                                FOR FUTURE
                    NUMBER OF                                  ISSUANCES UNDER
                SECURITIES TO BE      WEIGHTED AVERAGE      EQUITY COMPENSATION
                   ISSUED UPON        EXERCISE PRICE OF       PLANS (EXCLUDING
                   EXERCISE OF      OUTSTANDING OPTIONS,         SECURITIES
                   OUTSTANDING          WARRANTS, AND           REFLECTED IN
               OPTIONS, WARRANTS,         RIGHTS(b)            COLUMN (a)(c)
                  AND RIGHTS(b)
               ------------------   -------------------     -------------------
Equity
compensation
plans approved
by security
holders

                   85,000,000               $  .62              45,000,000

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Approximately  42% of our common shares are owned by IVI Smart (the  "Licensor")
which is the sole owner of all of the Super Smart Card(TM)  technology  licensed
to us in November 2000 for a 20 year term for commercialization  throughout Asia
and the United States. Mary A. Grace, our President, Chief Executive Officer and
Chief  Financial  Officer,  is  a  director,  executive  officer  and  principal
stockholder  of IVI.  Tamio  Saito,  our Chief  Technology  Officer,  is also an
executive officer and principal stockholder of IVI.

The biometric  fingerprint  sensor  incorporated in the Super Smart Card(TM) was
developed by BioSensor LLC, a Hawaiian limited liability company  ("BioSensor"),
pursuant to a Confidential  Technology Assignment and License Agreement dated as
of May 1, 2003,  with the Licensor  (the "License  Agreement").  Pursuant to the
License Agreement, IVI Smart granted to BioSensor the exclusive right to utilize
certain of IVI Smart's patent pending biometric fingerprint sensor technology to
develop  into a  commercial  sensor;  and  BioSensor  granted  to IVI  Smart the
exclusive  rights  to  any  sensor  developed,   produced  and  manufactured  by
BioSensor.  In consideration for the licenses, IVI Smart agrees to pay a royalty
to BioSensor  equal to $.35 for each Super Smart Card(TM) sold or distributed by
IVI Smart; and BioSensor issued  50,000,000  Common Units to IVI Smart. No other
Common Units were issued by Biosensor. Accordingly,  Biosensor is a wholly owned
subsidiary of IVI Smart and an affiliate of ours.

Wayne Drizin, the co-inventor of our Super Smart Card(TM)  technology and of our
BVS2(TM) platform and associated applications,  has been serving as a consultant
to us since our  inception.  In lieu of salary and other  remuneration,  we have
agreed to issue  options to Mr.  Drizin to purchase an aggregate  of  31,425,000
shares of our common  stock.  On February  13,  2002,  31,425,000  options  were
granted at $.41 per share;  and  6,925,000  were  granted on December 1, 2003 at
$1.00  per  share.  None of the  options  granted  in 2003  will  vest or become
exercisable until the 20th day after we filed an Information  Statement with the
SEC,  comply  with  any and all  comments  raised  by the  SEC,  and  mails  the
Information  Statement  to  our  stockholders.  Accordingly,  there  can  be  no
assurance that any of the 2003 options will ever become exercisable.

Pursuant to a Research and Development  Services Agreement  effective January 1,
2001, and dated May 29, 2003 (the "BBT Agreement"), the Company engaged Big Bang
Technologies,  Inc., a  California  corporation  controlled  by and under common
control of Tamio Saito, a co-inventor of the Super Smart Card(TM) technology and
the BVS2(TM) platform ("BBT"),  as our research and development  co-coordinator,
administrator  and personnel  provider.  BBT was also engaged to provide us with
state of the art software  development,  testing,  laboratory and other services
related to our smart card  technology,  and the  services  of Tamio Saito as our
Chief Technology Officer.

The BBT Agreement,  which provides for mutual  confidentiality  and  non-compete
protection,  is for a term of one year, and is thereafter  automatically renewed
for  successive one year terms unless sooner  terminated in accordance  with its
provisions.  In  consideration  for BBT's  services,  we agreed to promptly  pay
monthly  invoices  submitted by BBT.  During the two fiscal years ended December
31, 2002, we paid BBT an aggregate of $-0- and $350,000, respectively, under the
BBT Agreement.

Pursuant to an Advisory and Administrative  Services Agreement effective January
1, 2001,  and dated May 29,  2003 (the ABG  Agreement"),  we engaged  Associated
Business  Group,  Inc., a Nevada  corporation  controlled by the father of Wayne
Drizin,  a co-inventor of our Super Smart  Card(TM)  technology and the BVS2(TM)
platform  ("ABG"),  as the principal  administrative  services  provider for us.
Pursuant  to the ABG  Agreement,  we engaged  ABG to  administer  the receipt of
investor's  funds,  to pay expenses and to perform  other  necessary and related
administrative  services. ABG also agreed to utilize its best efforts to and has
covered temporary shortfalls in our cash receipts.

The ABG Agreement,  which provides for mutual  confidentiality  and  non-compete
protection,  is for a term of one year, and is thereafter  automatically renewed
for  successive one year terms unless sooner  terminated in accordance  with its
provisions.  In consideration for ABG's services,  we agreed to pay ABG a fee of
$10,000 per month  subject to ABG's  right to convert  the same into  restricted
shares  of our  common  stock  at a  conversion  price  equal to 75% of the mean
between the closing bid and asked  prices for our common stock on the day before
the date ABG elects to convert.  In December 2001, ABG converted its $120,000 in
accrued fees into an aggregate of 200,000 shares of our common stock at $.60 per
share.  In December  2002,  ABG  converted  its $120,000 in accrued fees into an
aggregate of 347,827 shares of our common stock at $.345 per share.

On December 1, 2003, IVI and certain other holders comprising  approximately 77%
of our issued and outstanding shares adopted  resolutions by consent pursuant to
Section  78.320 of the  Nevada  Revised  Statutes  in lieu of a  meeting  of our
shareholders. The resolutions (i) re-elected a former director; (ii) elected two
new  directors;  (iii)  granted  to the board  the  power to select  independent
auditors;  (iv)  increased the number of authorized  shares of common stock from
200  million to 300  million;  (v)  created  the 2003 Long Term  Incentive  Plan
wherein 75 million shares are reserved for issuance; and (vi) granted 30 million
options thereunder. The approved actions will become operative 20 days after the
mailing  to our  stockholders  of an  Information  Statement  that must first be
prepared  and filed with the SEC. A total of 30 million  five year  options were
granted to our Chief Executive Officer,  one of the inventors of the Super Smart
Card(TM)  technology  and certain  employees.  The options are  exercisable at a
price equal to 100% of the closing bid price for our common stock on December 1,
2003, or $1.00 per share.

On  November  15,  2003,  we  entered  into a  written  Compensation  Settlement
Agreement with Mary A. Grace, our President,  Chief Executive  Officer and Chief
Financial  Officer.  Pursuant  to the  agreement,  we agreed to pay Ms.  Grace a
salary of $250,000 per year commencing on January 1, 2004. In consideration  for
Ms.  Grace's  releasing us from our  obligation  to accrue her former  salary of
$250,000  per year or $750,000  net of $300,000 in expenses  that we paid on Ms.
Grace's behalf for the three years ending December 31, 2003, we agreed to pay to
Ms. Grace a preferred distribution of 50% of future profits limited to $450,000.
In addition,  and in consideration for our return to Ms. Grace of certain of her
marketable securities,  Ms. Grace released us from any prior obligations under a
contemplated agreement to purchase such securities.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits:

10 (m)  Confidential  Technology  Assignment and License  Agreement dated May 1,
2003

31.1 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Reports on Form 8-K

During the last quarter of the fiscal year ended  December 31, 2002,  we did not
file any reports on Form 8-K.

ITEM 14. PRINCIPLE ACCOUNTANT FEES AND SERVICES

Audit Fees

On November 30, 2003, we engaged  Rosenberg Rich Baker Berman & Company ("RRBB")
as our principal  accountants to audit our annual  financial  statements for the
two fiscal years ended  December 31, 2003.  However,  we did not pay any fees to
RRBB during the fiscal year ended December 31, 2003. Subsequent to that date, we
paid RRBB $14,360 for  professional  services  rendered in connection  with that
audit.  During May 2004, we engaged RRBB as our principal  accountants  to audit
our annual financial  statements for the fiscal year ended December 31, 2001. We
have yet to pay any fees to RRBB for the 2001 audit.

Audit-Related Fees

There were no fees billed to us in fiscal year 2002 for professional services of
RRBB for assurance and related services reasonably related to the performance of
audit or review of our  financial  statements  and not  reported in the previous
paragraph.

Tax Fees

There were no fees billed to us in fiscal year 2002 for professional services of
RRBB for tax compliance and related tax services.

All Other Fees

There were no fees billed to us in fiscal year 2002for services rendered by RRBB
other than the services described in the previous three paragraphs.

The engagement of RRBB to render audit or non-audit  services requires the prior
approval of our Board of Directors  since we do not yet have an audit  committee
of our Board of Directors.

                                   SIGNATURES

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

Dated:  September 8, 2004

e-Smart Technologies, Inc.

By:  /s/ Mary A. Grace
     ------------------------------
     Mary A. Grace, President,
     Chief Executive Officer, and
     Chief Financial Officer

Pursuant to the  requirements  of the Exchange  Act, this Report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.

By:  /s/ Mary A. Grace
     ------------------------
     Mary A. Grace, Director

Dated:  September 8, 2004


By:  /s/ Tamio Saito
     Tamio Saito, Director

Dated: September 8, 2004


By:  /s/ David C. Williams
     -----------------------------
     David C. Williams, Director

Dated: September 8, 2004

                                  EXHIBIT 31.1

                           E-SMART TECHNOLOGIES, INC.

                     CERTIFICATIONS PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Mary A. Grace, the Registrant's  Chief Executive and Chief Financial Officer,
certify that:

     1.   I have reviewed this Annual  Report of e-Smart  Technologies,  Inc. on
          Form 10-KSB for the fiscal years ended  December 31, 2001 and December
          31, 2002;

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the  Registrant  as of,  and for,  the  periods  presented  in this
          report;

     4.   I am responsible for establishing and maintaining  disclosure controls
          and  procedures  (as  defined  in  Exchange  Act Rules  13a-15(e)  and
          15d-15(e)) and internal  control over financial  reporting (as defined
          in Exchange Act Rules  3a-15(f) and  15d-15(f)) for the Registrant and
          have:

     a)   Designed and recently  commenced the implementation of such disclosure
          controls  and  procedures,  or caused  such  disclosure  controls  and
          procedures  to be  designed  under  my  supervision,  to  ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to me by others within those
          entities, particularly during the period in which this report is being
          prepared; and

     b)   Evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures  and presented in this report my conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation.

Date:  September 8, 2004

/s/ Mary A. Grace
Chief Executive Officer
and Chief Financial Officer

                                  EXHIBIT 32.1

                           E-SMART TECHNOLOGIES, INC.

                      CERTIFICATION PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the Annual  Report of e-Smart  Technologies,  Inc.  on Form
10-KSB for the fiscal years ended  December  31, 2001 and December 31, 2002,  as
filed with the  Securities  and  Exchange  Commission  on September 8, 2004 (the
"Report"), the undersigned,  in the capacities and on the dates indicated below,
hereby  certifies  pursuant to 18 U.S.C.  section 1350,  as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with  requirements of Section 13(a) or 15(d)
          of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of e-Smart Technologies, Inc.

Date: September 8, 2004

/s/ Mary A. Grace
Chief Executive Officer
and Chief Financial Officer